Although current law, rules, and regulations, as well as the charter of the Audit Committee, require the Audit
Committee to engage, retain, and supervise the Corporations independent registered public accounting firm, the Board considers the selection of such firm to be an important matter of stockholder concern and is submitting the selection of PwC
LLP for ratification by stockholders as a matter of good corporate practice. In the event that our stockholders fail to ratify the selection, it will be considered a recommendation to the Board and the Audit Committee to consider the selection of a
different firm. Even if the selection is ratified, the Audit Committee may in its discretion select a different independent 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 Corporation and our stockholders.
See also Audit Committee Report, Principal Accountant Fees and Services, and
Audit Committee Pre-Approval Policies and Procedures below for additional information.
Change of
Independent Public Accountant
As reported on the Corporations Current Report on Form 8-K dated April 11,
2019, on April 5, 2019, KPMG LLP, the Corporations independent registered public accounting firm for the fiscal year ended December 31, 2018, notified the Corporation of its intention to resign as the Corporations independent
registered public accounting firm in advance of the audit for the year ending December 31, 2019. The Audit Committee appointed PwC LLP on May 24, 2019 as the Corporations independent registered public accounting firm for the year
ending December 31, 2019.
In connection with this change, the Corporation confirms that the reports of KPMG LLP and its predecessor firm, KPMG Audit PLC
(collectively KPMG), on the Corporations 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 Corporations 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 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 Corporation 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 Corporations 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).
As it was required to do, the Corporation provided KPMG LLP with a copy of the Form 8-K reporting KPMG LLPs resignation
and requested that KPMG provide the Corporation with a letter addressed to the SEC stating whether or not KPMG agrees with the above disclosures. A copy of KPMG LLPs letter, dated April 10, 2019, in which KPMG LLP confirmed that it agreed
with the Corporations disclosures, was attached as Exhibit 16.1 to such Form 8-K.
The Board recommends a vote
FOR ratification of the appointment of PwC LLP as the Corporations independent registered public accounting firm for the fiscal year ending December 31, 2020.
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