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73

PROPOSAL 5: RATIFICATION OF DELOITTE & TOUCHE LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR 2015

Deloitte & Touche LLP has served as our independent registered public accounting firm since

2002. The Audit Committee has selected Deloitte & Touche LLP as our independent registered public

accounting firm for 2015, and this selection is being presented to shareholders for ratification. The

Board recommends to the shareholders the ratification of the selection of Deloitte & Touche LLP to

audit the financial statements of our company and our subsidiaries for 2015. Unless otherwise

specified, the proxies solicited hereby will be voted in favor of the ratification of Deloitte & Touche LLP

as our independent registered public accounting firm for 2015.

If, prior to the Annual Meeting, Deloitte & Touche LLP declines to act or its engagement is

otherwise discontinued by the Audit Committee, the Audit Committee will appoint another independent

registered public accounting firm whose engagement for any period subsequent to the Annual Meeting

will be subject to ratification by the shareholders at the Annual Meeting. If the shareholders fail to ratify

the appointment of Deloitte & Touche LLP, then the Audit Committee will consider it a direction to

select another independent registered public accounting firm for 2015. Even if the selection is ratified,

the Audit Committee, in its discretion, may select a new independent registered public accounting firm

at any time during the year if it believes that such a change would be in the best interests of our

company and our shareholders. Representatives of Deloitte & Touche LLP are expected to be present at

the Annual Meeting to answer appropriate questions and, if they so desire, to make a statement.

Independent Auditor Fees

During the fiscal years ended January 3, 2015 and December 28, 2013, we retained and paid

Deloitte & Touche LLP to provide audit and/or other services. The fees paid to Deloitte & Touche LLP for

the years ended January 3, 2015 and December 28, 2013 were as follows:

Audit Fees

. Fees for audit services totaled $4,631,200 in 2014 and $4,852,000 in 2013. Audit

fees included fees and expenses associated with the annual audit, assessment of internal control over

financial reporting, the reviews of our quarterly reports on Form 10‐Q, and statutory audits required

internationally.

Audit‐Related Fees

. Fees for audit‐related services totaled $56,360 in 2014 and $86,200 in 2013.

Audit‐related fees included fees for services in connection with acquisition related diligence projects,

employee benefit audits and certain statutory filings.

Tax Fees

. Fees for tax services totaled $1,412,117 in 2014 and $1,214,836 in 2013. Tax fees

included fees for tax return preparation and reviews, tax consultations and tax advice and planning.

All Other Fees

. There were no such fees paid to Deloitte & Touche LLP in 2014 or 2013.

The Audit Committee pre‐approves all audit and permissible non‐audit services provided by the

independent registered public accounting firm on a case‐by‐case basis. The Audit Committee approved

100% of the services described under the general categories of

Audit‐Related Fees and Tax Fees

in 2014.