SEC Document


Table of Contents

PROPOSAL FOUR

 

 

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has reappointed Deloitte & Touche LLP as our independent registered public accounting firm to audit our financial statements for the current year. The Board of Directors recommends ratification of the Audit Committee’s appointment of Deloitte & Touche LLP.

The selection of Deloitte & Touche LLP as our independent registered public accounting firm is not required to be submitted to a vote of our stockholders for ratification. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the appointment, compensation and oversight of our independent auditors. If our stockholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP, and may retain that firm or another firm without re-submitting the matter to our stockholders. Even if our stockholders ratify the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our stockholders. The affirmative vote of a majority of the shares voting on this proposal is required for ratification.

A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting. The representative will be given an opportunity to make a statement if desired, and will be available to respond to stockholder questions.

Our Board of Directors unanimously recommends a vote FOR Proposal Four to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2018.

The decision to engage Deloitte & Touche LLP was made by the Company’s Audit Committee.

Independent Registered Public Accounting Firm Services and Related Fee Arrangements

During the fiscal years ended May 31, 2017 and 2016, various audit services and non-audit services were provided to the Company by Deloitte & Touche LLP. Set forth below are the aggregate fees billed for these services, all of which were pre-approved by the Audit Committee, for the last two fiscal years:

 

     May 31,  
     2017      2016  
Audit Fees    $ 6,900,000      $ 5,085,000  
Audit-Related Fees      230,000        242,000  
Tax Services      476,000        13,000  
All Other Fees             117,000  

Total Fees

   $ 7,606,000      $ 5,457,000  

Audit Fees: The aggregate fees billed for professional services rendered for the audit of the Company’s financial statements for the fiscal years ended May 31, 2017 and 2016 and for the reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q for the fiscal years ended May 31, 2017 and 2016 were $6,900,000 and $5,085,000, respectively.

Audit-Related Fees: The aggregate fees relating primarily to attention to other advisory services related to the implementation of new accounting standards billed by Deloitte & Touche LLP were $230,000 and $242,000 for the fiscal years ended May 31, 2017 and 2016, respectively.

Tax Fees: The aggregate fees relating to tax compliance, advice and planning billed by Deloitte & Touche LLP were $476,000 and $13,000 for the fiscal years ended May 31, 2017 and 2016, respectively.

All Other Fees: All other fees of $117,000 billed by Deloitte & Touche LLP for the fiscal year ended May 31, 2016 pertain to non-audit related services provided to assess certain strategic activities contemplated by the Company.

 

 

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