Proxy-12-28-2020 - Report - Page 46
— AUDIT FEES AND PRE-APPROVAL POLICY —
The following table sets forth the fees incurred by the Company related to the services of the Company’s principal Independent
Registered Public Accounting Firm, Ernst & Young LLP for the fiscal years ended October 3, 2020 and September 28, 2019:
Fiscal Year Ended
Fiscal Year Ended
October 3, 2020
September 28, 2019 (3)
Audit Fees
$ 2,838,149
Audit-Related Fees (1)
$
—
$
196,915
Tax Fees
Total
(2)
$ 3,035,064
$ 2,581,192
—
$
142,052
2,723,244
(1) Audit-related fees are associated with assurance and due diligence related services.
(2) Tax fees relate to services associated with tax planning and compliance.
(3) Fees for fiscal year ended September 28, 2019 are different from those presented in the Company's proxy statement filed on
December 30, 2019 due to a clerical error in the preparation of the 2019 proxy statement.
The Audit Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof)
to be performed for the Company by its Independent Registered Public Accounting Firm, subject to any de minimis exceptions
described in the Exchange Act which are approved by the Audit Committee. The Audit Committee may form and delegate authority
to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and
permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full
Audit Committee annually. None of the services described above were approved by the Audit Committee under the de minimis
exception provided by SEC Regulation S-X, Rule 2-01(c)(7).
PROPOSAL 2 — NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
Section 14A of the Exchange Act requires that shareholders have the opportunity to cast a non-binding advisory vote on
executive compensation.
The advisory vote on executive compensation is a non-binding vote on the compensation of our named executive officers,
as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the
accompanying narrative disclosure, set forth in this proxy statement. Please read the Compensation Discussion and Analysis section
of this proxy statement for a detailed discussion about our executive compensation programs, including information about the 2020
fiscal year compensation of our named executive officers.
The advisory vote on executive compensation is not a vote on our general compensation policies, the compensation of
our Board of Directors, or our compensation policies as they relate to risk management. Section 14A of the Exchange Act requires
that we hold the advisory vote on executive compensation at least once every three years.
The Executive Compensation Committee oversees and administers our executive compensation program, including the
evaluation and approval of compensation plans, policies and programs offered to our named executive officers. Our executive
compensation program is designed to take a balanced approach. Annual salary increases are linked to market rates and individual
job performance while awards payable under the STI plan reflect annual earnings per share growth and free cash flow conversion.
Long-term goals are rewarded through the Company’s executive stock incentive program under the 2014 LTI Plan.
The vote solicited by this Proposal 2 is advisory, and therefore is not binding on the Company, the Board of Directors or
the Executive Compensation Committee. While the vote on executive compensation is non-binding and advisory in nature, our
Executive Compensation Committee and Board of Directors will take the outcome of this vote into account when considering future
executive compensation arrangements. Shareholders will be asked at the 2021 Annual Meeting of Shareholders to approve the
following resolution pursuant to this Proposal 2:
“RESOLVED, that the shareholders approve, on a non-binding advisory basis, the compensation of the Company’s named
executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosures
contained in this proxy statement.”
In view of the comparisons of Total Direct Compensation shown on page 21, we believe our compensation practices are
prudent and measured.Therefore, the Board of Directors recommends that you vote FOR approval, on a non-binding advisory
basis, of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis,
the compensation tables, and the related disclosures contained in this proxy. Proxies will be voted FOR approval of the
proposal unless otherwise specified.
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