2014 Regal-Beloit Proxy

PROPOSAL 5: RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 Deloitte & Touche LLP has served as our independent registered public accounting firm since 2002. The Audit Committee has selected Deloitte & Touche LLP as our independent registered public accounting firm for 2015, and this selection is being presented to shareholders for ratification. The Board recommends to the shareholders the ratification of the selection of Deloitte & Touche LLP to audit the financial statements of our company and our subsidiaries for 2015. Unless otherwise specified, the proxies solicited hereby will be voted in favor of the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for 2015. If, prior to the Annual Meeting, Deloitte & Touche LLP declines to act or its engagement is otherwise discontinued by the Audit Committee, the Audit Committee will appoint another independent registered public accounting firm whose engagement for any period subsequent to the Annual Meeting will be subject to ratification by the shareholders at the Annual Meeting. If the shareholders fail to ratify the appointment of Deloitte & Touche LLP, then the Audit Committee will consider it a direction to select another independent registered public accounting firm for 2015. Even if the selection is ratified, the Audit Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it believes that such a change would be in the best interests of our company and our shareholders. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting to answer appropriate questions and, if they so desire, to make a statement. Independent Auditor Fees During the fiscal years ended January 3, 2015 and December 28, 2013, we retained and paid Deloitte & Touche LLP to provide audit and/or other services. The fees paid to Deloitte & Touche LLP for the years ended January 3, 2015 and December 28, 2013 were as follows: Audit Fees . Fees for audit services totaled $4,631,200 in 2014 and $4,852,000 in 2013. Audit fees included fees and expenses associated with the annual audit, assessment of internal control over financial reporting, the reviews of our quarterly reports on Form 10‐Q, and statutory audits required internationally. Audit‐Related Fees . Fees for audit‐related services totaled $56,360 in 2014 and $86,200 in 2013. Audit‐related fees included fees for services in connection with acquisition related diligence projects, employee benefit audits and certain statutory filings. Tax Fees . Fees for tax services totaled $1,412,117 in 2014 and $1,214,836 in 2013. Tax fees included fees for tax return preparation and reviews, tax consultations and tax advice and planning. All Other Fees . There were no such fees paid to Deloitte & Touche LLP in 2014 or 2013. The Audit Committee pre‐approves all audit and permissible non‐audit services provided by the independent registered public accounting firm on a case‐by‐case basis. The Audit Committee approved 100% of the services described under the general categories of Audit‐Related Fees and Tax Fees in 2014.

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