DEF 14A
KAMAN CORP filed this Form DEF 14A on 03/03/2017
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PROPOSAL 5
RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY
    

Background
The Audit Committee Charter provides that the Audit Committee shall have the sole authority to appoint and replace the Company’s independent registered public accounting firm, which shall report directly to the committee, and that the Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent registered public accounting firm.
Each year, the Audit Committee assesses the qualifications, performance and independence of the Company’s independent registered public accounting firm in accordance with regulatory requirements and guidelines. This includes a review of the firm’s internal quality control procedures, results of its most recent quality control reviews and steps taken to enhance the quality of its audits and issues raised by recent governmental investigations, if any. The Audit Committee also evaluates the firm’s ongoing independence, its audit strategy for the Company, the terms of its engagement, and the firm’s capabilities and communications to the committee.
On February 21, 2017, the Audit Committee reappointed PricewaterhouseCoopers LLP ("PwC") to serve as the Company's independent registered public accounting firm for the year ending December 31, 2017. Although not legally required to do so, the Board historically has chosen to ask the Company’s shareholders to ratify the selection of the Company’s independent registered public accounting firm. In the event shareholders do not ratify the appointment, the Audit Committee may reconsider it. Even if the selection is ratified, the Audit Committee may, in its discretion, select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.
We expect that a representative of PwC will attend the annual meeting, and that such representative will have an opportunity to make a statement if he or she so desires. The representative will also be available to respond to appropriate questions from shareholders. See "INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE—Board Meetings and Committees–Audit Committee" for additional information pertaining to the Audit Committee, its activity during 2016, and related matters.
Board Recommendation
The Board of Directors unanimously recommends that shareholders vote "FOR" ratification of the appointment of PwC as our independent registered public accounting firm for 2017.
Required Vote
In order to be approved by shareholders, the proposal to ratify the appointment of PwC requires that there be more votes cast "FOR" the proposal than "AGAINST" the proposal. Broker non-votes and abstentions are not considered for purposes of determining the tally of votes cast "FOR" or "AGAINST" the proposal and, therefore, will not affect the outcome of the voting.
Principal Accounting Fees and Services
The following is a summary of the fees billed to the Company by PwC for professional services rendered for the years ended December 31, 2015 and 2016:
Fee Category
 
2016 Fees
 
2015 Fees
 
 
(In Thousands)
Audit Fees
 
 
$2,243.2
 
 
 
$2,117.5
 
Audit-Related Fees
 
$110.0
 
 
$648.0
 
Tax Fees
 
$207.7
 
 
$25.0
 
Other Fees
 
$1.0
 
 
$1.0
 
Total Fees
 
 
$2,561.9
 
 
 
$2,791.5
 
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