Proxy
Based upon these reviews and discussions, the Audit Committee recommended that the audited financial
statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012 for filing with the SEC.
The Audit Committee has considered and determined that the provision of the non-audit services provided by
Grant Thornton LLP is compatible with maintaining the auditor’s independence and in accordance with Company policy to limit non-audit service fees to be no more than the total audit fee.
The Audit Committee has appointed Grant Thornton LLP as the independent registered public accounting firm
of the Company for fiscal 2013 and intends to submit such recommendation to the Company’s stockholders for ratification (but not for approval) at the Company’s 2012 Annual Meeting.
Audit Committee September 14, 2012
David A. Lemoine, Chairman Richard B. Kennedy Ralph G. Lawrence
This report of the Audit Committee shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act and the Exchange Act and shall not be deemed soliciting material.
B. Audit Fees and Audit Committee Pre-Approval Policy Audit Fees The following table sets forth the approximate aggregate fees billed to the Company for the fiscal years ended
June 30, 2012 and June 30, 2011 by the Company’s independent auditors, Grant Thornton LLP, in each of the last two fiscal years:
Fee Category Audit Fees
Audit-Related Fees Tax Fees
All Other Fees Total Fees
Fiscal 2012 Fees $1,127,162
-
119,900 -
$1,247,062
Fiscal 2011 Fees $1,445,800
-
100,800 -
$1,546,600 “Audit Fees” were for professional services rendered for the audit of the Company’s consolidated financial
statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Grant Thornton LLP in connection with statutory and regulatory filings or engagements. Audit fees for fiscal 2012 and fiscal 2011 also included services related to the Company’s compliance with Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting.
“Audit-Related Fees” were for assurance and related services that are reasonably related to the performance of
the audit or review of Company’s consolidated financial statements and are not reported under “Audit Fees.” “Tax Fees” were for professional services for federal, state and international tax compliance, tax advice and
tax planning. “All Other Fees” were for services other than the services reported above. There were no services provided by
Grant Thornton LLP in fiscal 2012 or fiscal 2011 other than the services included in “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”.
10 A7
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