CompUSA 2007 Annual Report Download - page 33

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28
KL2 2553275.3
performance-based (as defined in Section 162(m) and regulations thereunder), however, is not counted as subject to
the deductibility limitations of Section 162(m). Options granted under the Plan are intended to qualify as
performance-based under Section 162(m) and related regulations.
Vote Required for Approval
Shareholder approval of the amendment to increase the number of Shares eligible for grant under the Plan
is required pursuant to the Code (as it relates to incentive stock options and to Section 162(m)). Future amendments
to the Plan will also require stockholder approval pursuant to the rules of the New York Stock Exchange.
Approval of the amendments will require the affirmative vote of the holders of a majority of the votes cast
on this issue. There are no rights of appraisal or dissenter’s rights as a result of a vote on this issue.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE TO APPROVE THE
COMPANY’S 1999 LONG-TERM STOCK INCENTIVE PLAN AS AMENDED, WHICH IS DESIGNATED
AS PROPOSAL NO. 3 ON THE ENCLOSED PROXY CARD.
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Item 4 on Proxy Card
Action is to be taken at the Annual Meeting to ratify the selection of Ernst & Young LLP as independent
registered public accountants for the Company for the fiscal year ended December 31, 2008.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and to be available to
respond to appropriate questions. They will have an opportunity to make a statement if they so desire.
Principal Accounting Fees and Services
The following are the fees billed by Ernst & Young LLP for services rendered during the fiscal years ended
December 31, 2006 and 2007:
Audit and Audit-related Fees
Ernst & Young billed the Company $3,450,745 for professional services rendered for the audit of the
Company’s annual consolidated financial statements and its internal control over financial reporting for the fiscal
year ended December 31, 2007 and its reviews of the interim financial statements included in the Company’s Forms
10-Q for that fiscal year and $2,160,982 for professional services rendered for the audit of the Company’s annual
consolidated financial statements for the fiscal year ended December 31, 2006 and its interim reviews of the
financial statements included in the Company’s Forms 10-Q for that fiscal year.
Tax Fees
Tax fees included services for international tax compliance, planning and advice. Ernst &Young LLP billed the
Company for professional services rendered for tax compliance, planning and advice in 2007 an aggregate of
$22,500. Ernst & Young LLP provided no tax related services to the Company in 2006.
All Other Fees
No other fees were billed by Ernst & Young LLP for the years ended December 31, 2006 and 2007.
The Audit Committee is responsible for approving every engagement of the Company’s independent registered
public accountants to perform audit or non-audit services on behalf of the Company or any of its subsidiaries before
such accountants can be engaged to provide those services. The Audit Committee of the Board has reviewed the
services provided to the Company by Ernst & Young LLP and believes that the non-audit/review services it has
provided are compatible with maintaining the auditor’s independence.