PROPOSAL TWO
RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Appointment of Independent Registered Public Accounting Firm
The audit committee of our Board has appointed KPMG as the independent registered public accounting firm to audit our consolidated financial statements for fiscal 2024. Since the fiscal year ended June 30, 2017, KPMG has served as our independent registered public accounting firm. Even if this appointment is ratified, the audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of us and our stockholders. If the appointment is not ratified by our stockholders, the audit committee may reconsider whether it should appoint another independent registered public accounting firm. Representatives of KPMG are expected to attend the virtual Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.
Required Vote
Ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal 2024 requires the affirmative “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the proposal. Unless marked to the contrary, proxies received will be voted “FOR” ratification of the appointment of KPMG.
Recommendation
Our Board recommends a vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal 2024.
Audit and Non-Audit Fees
The following table presents aggregate fees for professional audit services rendered for us by KPMG for fiscal 2023 and fiscal 2022, respectively, as well as fees billed for other services rendered by KPMG, as applicable:
| | | | | | | | | | | | |
| Fiscal 2023 | | Fiscal 2022 | |
Audit Fees (1) | $ | 2,007,000 | | | $ | 1,819,000 | | |
Total (2) | $ | 2,007,000 | | | $ | 1,819,000 | | |
| | | | | |
| (1) | Audit fees relate to professional services rendered in connection with the audit of our annual financial statements and internal control over financial reporting, quarterly review of financial statements included in our Quarterly Reports on Form 10-Q and audit services provided in connection with other statutory and regulatory filings and services that are typically provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. |
| (2) | In fiscal years 2023 and 2022, there were no services rendered that would be required to be disclosed under "Audit-Related Fees," "Tax Fees" and "All Other Fees" in the table above. Audit-Related Fees would comprise fees for professional services that are reasonably related to the performance of the worldwide audit or review of the Company’s financial statements and are not included in the fees reported in the table above under "Audit Fees". "Tax Fees" would comprise fees for professional services for tax compliance, tax advice, and tax planning. |
Audit Committee Pre-Approval Policies
The audit committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The audit committee pre-approves services provided by the independent registered public accounting firm pursuant to its audit committee charter. In fiscal years 2023 and 2022, all fees identified above under the caption “Audit Fees” that were billed by KPMG, as applicable, were pre-approved by the audit committee in accordance with SEC requirements.
