Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to
appropriate questions. The Audit Committee of the Company has selected the firm of Deloitte & Touche LLP as
the Company's principal independent registered public accounting firm for the fiscal year ending December 29,
2012. Stockholder ratification of the appointment is not required under the laws of the State of Delaware, but the
Board has decided to ascertain the position of the stockholders on the appointment. The Audit Committee will
reconsider the appointment if it is not ratified. Even if the appointment is ratified, the Audit Committee, in its
discretion, may direct the appointment of a different independent registered public accounting firm at any time
during the fiscal year if the Audit Committee feels that such a change would be in the Company's and its
stockholders' best interests. The affirmative vote of a majority of the shares present in person or by proxy, and
entitled to vote on the subject matter at the Annual Meeting is required for ratification.
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
affiliates (collectively, "Deloitte") for the 2011 and 2010 fiscal years ended December 31, 2011, and January 1,
consolidated financial statements.
(c) Tax return preparation and consultation.
(d) Fiscal year 2010 fees consisted of a review of financial statements under International Financial Reporting
SAP Governance Risk and Compliance.
services with Deloitte and Company management to determine that they are permitted under the rules and
regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of
2002, as well as the American Institute of Certified Public Accountants.