19 unchanged sentences
Changes in Internal Controls over Financial Reporting
−Removed: As disclosed under Item 4 Controls and Procedures in our Quarterly Report on Form 10-Q
−Removed: for the period ended June 30, 2019 management identified a material weakness in internal control over financial reporting relating to a network security incident that prevented access to certain information technology systems and data within our network.
−Removed: Management designed and maintained new controls and procedures to improve the IT infrastructure.
−Removed: Therefore, as of December 31, 2019 management has concluded that these controls are operating effectively and the material weakness remediated.
The Company is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal controls.
1 unchanged sentence
There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by paragraph (d) of Rules 13a-15
−Removed: under the Securities Exchange Act of 1934, have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, other than those to remediate the aforementioned material weakness in the Company’s IT infrastructure, that occurred during our second fiscal quarter.
+Added: under the Securities Exchange Act of 1934, have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Other Information
Directors, Executive Officers and Corporate Governance
−Removed: The information set forth under the headings “Re-Election
−Removed: of Two Class I Directors”, “Information about the Board of Directors,” “Information about the Executive Officers” and “Delinquent Section 16(a) Reports” in the Proxy Statement for the Annual Meeting of Stockholders to be held on May 6, 2020 (“the Proxy Statement”) is incorporated herein by reference.
+Added: The information set forth under the headings “Election of two Class II Directors,” “Ratification of the election of one Class I Director,” “Information about the Executive Officers” and “Delinquent Section 16(a) Reports” in the Proxy Statement for the Annual Meeting of Stockholders to be held on May 5, 2021 (“the Proxy Statement”) is incorporated herein by reference.
The Board of Directors has adopted a Code of Conduct that applies to the Company’s directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.
Any stockholder who would like to receive a copy of our Code of Conduct, our Corporate Governance Guidelines or any charters of our Board’s committees may obtain them without charge by writing to the General Counsel and Chief Compliance Officer, Innospec Inc., 8310 South Valley Highway, Suite 350, Englewood, Colorado, 80112, e-mail
−Removed: investor@innospecinc.com
−Removed: These and other documents can also be accessed via the Company’s web site, www.innospecinc.com
−Removed: The Company intends to disclose on its web site www.innospecinc.com
+Added: investor@innospec.com
+Added: These and other documents can also be accessed via the Company’s web site, www.innospec.com
+Added: The Company intends to disclose on its web site www.innospec.com
any amendments to, or waivers from, its’ Code of Conduct that are required to be publicly disclosed pursuant to the rules of the SEC or Nasdaq.
Information regarding the Audit Committee of the Board of Directors, including membership and requisite financial expertise, set forth under the headings “Corporate Governance – Board Committees – Audit Committee” in the Proxy Statement is incorporated herein by reference.
−Removed: Information regarding the procedures by which stockholders may recommend nominees to the Board of Directors set forth under the heading “Corporate Governance – Board Committees – Nominating and Governance Committee” in the 2020 Proxy Statement is incorporated herein by reference.
+Added: Information regarding the procedures by which stockholders may recommend nominees to the Board of Directors set forth under the heading “Corporate Governance – Identifying and Evaluating Nominees for Director” in the Proxy Statement is incorporated herein by reference.
Executive Compensation
1 unchanged sentence
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information set forth under the heading “Information About our Common Stock Ownership” in the Proxy Statement is incorporated herein by reference.
+Added: The information set forth under the heading “Who Owns Our Stock?
+Added: Information about our Common Stock Ownership” in the Proxy Statement is incorporated herein by reference.
Shares Authorized for Issuance Under Equity Compensation Plans
1 unchanged sentence
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information set forth under the headings “Related Person Transactions and Relationships”, “Related Person Transactions Approval Policy” and “Corporate Governance – Director Independence” in the Proxy Statement is incorporated herein by reference.
+Added: The information set forth under the headings “Corporate Governance – Related Person Transactions and Relationships,” “Corporate Governance – Related Person Transactions Approval Policy” and “Corporate Governance – Director Independence” in the Proxy Statement is incorporated herein by reference.
Principal Accountant Fees and Services
−Removed: Information regarding fees and services related to the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP and KPMG LLP, is provided under the heading “Principal Accountant Fees and Services” in the Proxy Statement and is incorporated herein by reference.
+Added: Information regarding fees and services related to the Company’s independent registered public accounting firms, PricewaterhouseCoopers LLP and KPMG LLP, is provided under the heading “Principal Accountant Fees and Services” in the Proxy Statement and is incorporated herein by reference.
Information regarding the Audit Committee’s pre-approval
9 unchanged sentences
and Innospec International Ltd (Incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K on January 3, 2017).
−Removed: Amended and Restated Certificate of Incorporation of the Company (filed herewith).
+Added: Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 of the Company’s Form 10-K on February 19, 2020).
Amended and Restated By-laws of the Company (Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K on November 13, 2015).
3 unchanged sentences
ShareSave Plan 2008 (as amended and restated) (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed May 10, 2018).
−Removed: Description of Common Stock (filed herewith).
+Added: Description of Common Stock (Incorporated by reference to Exhibit 4.1 of the Company’s Form 10-K on February 19, 2020).
Executive Service Agreement of Mr.
34 unchanged sentences
ShareSave Plan 2008 (as amended and restated) (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed May 10, 2018)
+Added: Extension Request for Multicurrency Revolving Facility Agreement and Confirmation (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed October 6, 2020)
Letter regarding change in certifying accountant dated April 10, 2019 (Incorporated by reference to Exhibit 16.1 of the Company’s Form 8-K filed April 11, 2019).
2 unchanged sentences
Consent of Independent Registered Public Accounting Firm, KPMG LLP (filed herewith).
−Removed: Consent of Independent Registered Public Accounting Firm, KPMG Audit Plc (filed herewith).
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
17 unchanged sentences
Executive Vice President and Chief Financial Officer
−Removed: /s/ CHRISTOPHER J.
−Removed: Christopher J.
+Added: /s/ GRAEME BLAIR
Head of Group Finance (Principal Accounting Officer)
+Added: /s/ KELLER ARNOLD
+Added: Keller Arnold
/s/ LAWRENCE J.
2 unchanged sentences
Claudia Poccia
−Removed: /s/ JOACHIM ROESER
−Removed: Joachim Roeser
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.