EW » Topics » Vote Required for Approval of the Purchase Plan

This excerpt taken from the EW DEF 14A filed Mar 30, 2007.

Vote Required for Approval of the Purchase Plan

        The affirmative vote of a majority of shares of common stock represented at the Annual Meeting, in person or by proxy, and entitled to vote is necessary for the approval of the amendment and restatement of the Purchase Plan. If stockholder approval is not obtained, then the number of shares reserved under the Purchase Plan will not be increased.

        The board believes that it is in the Company's best interests to provide the Company's employees with the opportunity to acquire an ownership interest in the Company through their participation in the Purchase Plan and thereby encourage them to remain in the Company's employ and more closely align their interests with those of the stockholders.

        The Board of Directors of the Company recommends a vote FOR the amendment and restatement of the Purchase Plan.

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PROPOSAL 4—RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The Audit Committee has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2007. Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting and will be available to respond to appropriate questions and to make a statement if they so desire. PricewaterhouseCoopers LLP also performs certain non-audit services for the Company. Although the Company is not required to seek stockholder approval of this appointment, the Board of Directors believes that it is a good corporate governance practice to follow. If the appointment is not ratified, the Audit Committee will explore the reasons for stockholder rejection and will reconsider the appointment.

        The Board of Directors of the Company recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2007.


FEES PAID TO PRINCIPAL ACCOUNTANTS

        During 2006, the Company retained its independent registered public accounting firm, PricewaterhouseCoopers LLP, to provide services in the following categories and amounts:

 
  2006
  2005
 
  (in millions)

Audit Fees   $ 1.8   $ 1.9
Audit Related Fees        
Tax Fees     0.7     0.6
All Other Fees        
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