Item 4.01 Changes in Registrants Certifying Accountant.
(a) Change of Independent Registered Public Accounting Firm
On
April 5, 2019, KPMG LLP, the independent registered public accounting firm of Innospec Inc. (the Company) for the fiscal year ended December 31, 2018, notified the Company of its intention to resign as the Companys
independent registered public accounting firm in advance of the audit for the year ending December 31, 2019. KPMG LLP will review the Companys quarterly report on Form
10-Q
for the quarter ended
March 31, 2019 (the First Quarter 2019
10-Q)
to be filed with the Securities and Exchange Commission (SEC). KPMG LLP will cease providing services to the Company in 2019 after the
Company has filed the First Quarter 2019
10-Q
and has concluded its annual meeting of stockholders to be held on May 8, 2019 (the Annual Meeting) or as soon as practicable thereafter once a
new independent registered public accounting firm has been appointed.
As a result of KPMG LLPs notification, Proposal 3 regarding ratifying the
appointment of KPMG LLP as the Companys independent registered public accounting firm for the year ending December 31, 2019 contained in the Companys proxy statement for the Companys Annual Meeting of stockholders filed with
the SEC on March 22, 2019 may be moot. Therefore, the Company reserves the right not to call Proposal 3 for a vote at the Annual Meeting.
The Audit
Committee of the Companys Board of Directors (the Audit Committee) is currently in the process of selecting a replacement independent registered public accounting firm for the Company for the year ending December 31, 2019. The
Audit Committee intends to appoint the new independent registered public accounting firm as soon as practicable.
The Company confirms that the reports of
KPMG LLP and its predecessor firm, KPMG Audit PLC (collectively KPMG), on the Companys consolidated financial statements for the most recent fiscal years ended December 31, 2018 and 2017 did not contain any adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle.
The audit reports of KPMG on the
effectiveness of the Companys internal control over financial reporting as of December 31, 2018 and 2017 also did not contain any adverse opinion or disclaimer of opinion.
During the two most recent fiscal years ended December 31, 2018 and December 31, 2017 and during the subsequent interim period from January 1,
2019 through to the date of KPMG LLPs notification of its intention to resign, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K
and the related
instructions) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, that, if not resolved to the satisfaction of KPMG, would have caused KPMG to make
reference to the subject matter of the disagreement in connection with its reports on the Companys consolidated financial statements for such years or periods, and (ii) no reportable events (as that term is defined in Item
304(a)(1)(v) of Regulation
S-K).
2