UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for USE of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

 

 

(Name of Registrant as Specified in its Charter)

          

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)            Title of each class of securities to which transaction applies:
		(2)            Aggregate number of securities to which transaction applies:
		(3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)            Proposed maximum aggregate value of transaction:
		(5)            Total fee paid:
☐		Fee paid previously with preliminary materials.
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		(1)            Amount Previously Paid:
		(2)            Form, Schedule or Registration Statement No.:
		(3)            Filing Party:
		(4)            Date Filed:

EXPLANATORY NOTE

ResMed Inc. is filing this Amendment Number 1 to amend the definitive proxy statement for its 2018 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on October 3, 2018. The section entitled “Audit Fees” has been corrected, because the numbers in the original filed proxy statement were not updated from 2017. The following section replaces in its entirety the section entitled “Audit Fees” from page 77 of the proxy statement filed on October 3, 2018.

All other items in the original proxy statement remain unchanged.

AUDIT FEES

 

 

The following table presents fees for professional audit services by KPMG LLP for the audit of our annual financial statements for fiscal years 2018 and 2017, and fees billed for other services by KPMG LLP.

 

Fees				2018								2017
Audit fees(a)					$2,694,118								$2,021,613
Audit-related fees					$35,000								$0
Tax-related fees					$175,086								$0
All other fees(b)					$0								$25,000
Total fees					$2,904,204								$2,046,613

 

(a)	Fees for audit services consisted of: (1) audits of our annual financial statements and systems of internal accounting controls; (2) reviews of our quarterly financial statements; (3) consents and other services related to US SEC matters; and (4) Sarbanes-Oxley Act Section 404 attestation reports.

 

(b)	Fees related to review and approvals of financial statements included in registration statements.

 

Pre-approval policy

The audit committee pre-approves all audit and permissible non-audit fees. Since the 2003 effective date of the SEC rules stating that an auditor is not independent of an audit client if the services it provides to the client are not appropriately approved, each new engagement of KPMG LLP was approved in advance by our audit committee, and none of those engagements made use of the rules’ de minimus exception to pre-approval.