This excerpt taken from the WDR 10-Q filed Oct 28, 2008.
Item 5. Other Matters
As previously disclosed on a Current Report on Form 8-K filed with the SEC on September 17, 2008, the Board approved an amendment and restatement of the Companys bylaws (as amended and restated, the Restated Bylaws) to amend the advance notice provisions therein.
The advance notice provisions set forth in Section 5 and new Section 6 of Article II of the Companys bylaws were revised and added, respectively, in order to, among other things:
As a result of these revisions, in order for a Proponent to nominate a director or submit other business at the Companys 2009 Annual Meeting of Stockholders (and not intend for such business to be included in the Companys 2009 proxy materials pursuant to Rule 14a-8), the Proponent must comply with the new advance notice provisions set forth in Sections 5 and 6 of Article II of the Restated Bylaws, including without limitation providing written notice of such nomination and other business to the Company not later than December 30, 2008 and not earlier than December 10, 2008. If the notice is received before December 10, 2008, or after December 30, 2008, it will be considered untimely and the Company will not be required to present the proposal for voting or consider the nominee for election at the Companys 2009 Annual Meeting of Stockholders.
Proponents wishing to include a stockholder proposal in the Companys 2009 proxy materials are required to comply with Rule 14a-8 of the Exchange Act.
This excerpt taken from the WDR DEF 14A filed Mar 1, 2006.
Independent Auditors Services and Fees
The Board, on the unanimous recommendation of the Audit Committee, has selected KPMG LLP to audit the books, records and accounts of the Company and its subsidiaries for the 2006 fiscal year. KPMG LLP has served as the Companys independent auditors since its appointment in 1981. Representatives of KPMG LLP are expected to be present at the annual meeting to respond to appropriate questions and will have the opportunity to make a statement if the representatives desire to do so.
The Audit Committee or its Chairman pre-approves the audit and non-audit services to be rendered to the Company, as well as the fees associated with such services. Generally, management will submit to the Audit Committee a detailed list of services that it recommends the Audit Committee engage the independent auditors to provide for the fiscal year. The Audit Committee pre-approves certain audit and non-audit services and establishes a dollar limit on the amount of fees the Company will pay for each category of services. The Audit Committee is informed from time to time of the non-audit services actually provided pursuant to the pre-approval process. During the year, the Audit Committee periodically reviews the types of services and dollar amounts approved and adjusts such amounts, as it deems appropriate. Unless a service to be provided by the independent auditors has received general pre-approval, it will require specific pre-approval by the Audit Committee. The Audit Committee also periodically reviews all non-audit services to ensure such services do not impair the independence of the Companys independent auditors. The Audit Committee approved all services provided by KPMG LLP for the 2004 and 2005 fiscal years. These services included the audit of the Companys annual financial statements, review of the Companys quarterly financial statements, tax consultation services, preparation of corporate tax returns, auditing of employee benefits plans, corporate financial planning services and certain agreed upon procedural audits. See Report of Audit Committee for a discussion of auditor independence.
The aggregate fees billed by KPMG LLP for the audit of the Companys annual financial statements and review of the financial statements included in the Companys Quarterly Reports on Form 10-Q for fiscal years 2004 and 2005 were $606,736 and $516,500, respectively.
The aggregate fees billed by KPMG LLP for assurance and other services related to the performance of the audit or review of the Companys financial statements, and not reported above under Audit Fees, for fiscal years 2004 and 2005 were $103,205 and $102,727, respectively. These fees primarily relate to financial statement audits of employee benefit plans, certain agreed upon procedures and general accounting consultation and research.
The aggregate fees billed by KPMG LLP for income tax consultation, including tax compliance, tax advice and tax planning for fiscal years 2004 and 2005 were $461,257 and 183,463, respectively. These fees primarily relate to corporate financial planning, preparation and review of corporate tax returns, and other general tax consultation. Total tax fees for 2004 also included fees for executive financial planning services; however, as of January 1, 2005, KPMG LLP no longer provides executive financial planning to the Companys executives.
All Other Fees
KPMG LLP did not bill the Company for any other services during fiscal years 2004 and 2005.
The Audit Committee has considered whether the non-audit services provided by KPMG LLP, including the services rendered in connection with income tax consultation, were compatible with maintaining KPMG LLPs independence and has determined that the nature and substance of the limited non-audit services did not impair the status of KPMG LLP as the Companys independent auditors.