Innospec Inc. (IOSP) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Innospec Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Blackmore, Chairman of the Board of Directors of Innospec Inc. Mr. Blackmore, the floor is yours.

Thank you. Good morning, and welcome to the 2022 Annual Meeting of Stockholders of Innospec Inc. I am Bud Blackmore, Chairman of the Board of Directors. It is now 10:03 and this meeting is officially called to order. The rules governing conduct for the annual meeting are available by clicking on the link on the web page. Please save questions and comments for the time set aside following the announcement of voting results. With me are my fellow Directors, Robert Paller, who joined the Board on November 1, 2009. Lawrence Padfield, who joined the Board on December 1, 2012. Mr. Padfield chairs the Compensation Committee. David Landless, who joined the Board as a director on January 1, 2016. Mr. Landless, Chairs the Audit Committee and is a member of the Nominating and Corporate Governance Committee. Claudia Poccia, who joined the Board July 1, 2019. Ms. Poccia is Chair of the Nominating and Corporate Governance Committee and is a member of the Compensation Committee. Elizabeth Keller Arnold, who joined the Board on November 2, 2020, and is a member of the Audit Committee. Leslie Parrette, who joined the board January 1, 2022, as a member of the Nominating and Corporate Governance Committee. Patrick Williams, who joined the Board as a Director on May 11, 2009, and has been serving as President and CEO since April 2, 2009. Also in attendance are Ian Cleminson, Executive Vice President and Chief Financial Officer; David Jones, General Counsel and Chief Compliance Officer. Mr. Jones will serve the secretary of the meeting. And representatives from our independent auditor, PricewaterhouseCoopers are available via telephone. In accordance with the provisions of Delaware Law, the Board of Directors has appointed Donna Bent of Computershare to serve as the Inspector of Elections at this meeting. She subscribed the oath of her office prior to this meeting. As noted in the notice of annual meeting and proxy statement previously furnished. The record date for voting at this meeting was the close of business on March 10, 2022. An affidavit showing that the notice of this Annual Meeting of Stockholders was mailed March 22, 2022, to each stockholder of record at the close of business on March 22, 2022, is available upon request. The [ FSA ] will be refiled with the minutes of this meeting. A list of the stockholders on the record date is available by clicking the link on the webcast page. I'll now ask the Secretary to give a report concerning the number of shares entitled to vote and to be present at this meeting.

The total number of shares outstanding and entitled to vote on the record date of March 2, 2022, was 24,996,903 shares. The number of shares required for a quorum is a majority of that or 12,498,452 shares. Immediately prior to the commencement of this meeting, the number of shares represented at this meeting is 23,631,284 shares or 94.5% of the total outstanding shares entitled to vote, which exceeds the number of shares required for a quorum.

Based upon the percentage of the total shares of the company held by holders of record now present, we have a forum. We would now like to attend the formal items of business to be addressed at today's meeting. Matters raised for discussion, which do not relate to these agenda items will be deferred until the informal portion of the proceedings. The first proposal properly brought before this meeting is to consider and vote on the election of 3 Class 3 directors: David Landless, Lawrence Padfield and Patrick Williams. Additional information regarding this proposal is described in the proxy statement previously provided to you.

So we now call a motion for this proposal.

I so move.

I second the motion.

The second proposal properly brought before this meeting is to consider and vote on the ratification of the election of one Class 2 Director, Leslie Parrette. Additional information regarding this proposal is described in the proxy statement previously provided to you. A motion calling for a vote on this proposal will now be received.

I so move.

I second the motion.

The third proposal brought before this meeting is to consider and vote on the advisory approval of the company's executive compensation. A motion calling for a vote on this proposal will now be received.

I so move.

And I second the motion.

The fourth proposal listed in the proxy statement for this meeting is the ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accountants for the fiscal year ending December 31, 2022. I would like to call upon Mr. Landless, Chairman of the Audit Committee, for the recommendation of the Board of Directors in this regard.

Thank you. Mr. Chairman, the audit committee, again, this year was assigned the responsibility of appointing auditors for the company. This committee was established in 1998 and since its inception, has consisted entirely of directors who were independent of corporate management. It has had direct access to both the outside auditors and the internal auditors and recommends reappointment.

The motion going through [ vote ] on this proposal will now be received.

I so move.

And I second the motion.

All proposals have been approved for submission to a vote of the shareholders who will announce the voting results.

The votes have been counted in approximately 22,503,235 shares. This is a plurality of the stock of the shareholders of the company and entitled to vote on a subject matter have been voted for the election of each of David Landless, Lawrence Padfield and Patrick Williams for a term expiring on the date of the Annual Meeting 2025. In respect to proposal 2, 22,923,266 shares. There is a plurality of the stockholders of the company and entitled to vote on the subject matter have been voted for the ratification of the election of Mr. Leslie Parrette for a term expiring on the date of the Annual Meeting in 2024. As Proposal #3 is an advisory vote only regarding executive compensation, stockholders were not voting to approve or disapprove the recommendation of the Board. However, 22,466,964 shares voted for 529,713 shares against, and 46,571 shares abstained. In respect of proposal #4, 23,603,686 shares, being more than a majority of the stock of the stockholders of the company entitled to vote on a subject matter have been voted in favor of [ 15,604 ] shares have been voted against and 8,992 shares have abstained from ratification of the -- of PricewaterhouseCoopers LLP as the company's independent registered accountants for the year ended December 31, 2022.

Thank you, David. The votes on number one, the election of directors; number two, the ratification of the election of Mr. Parrette; number three, advisory approval of our executive compensation; and number four, ratification of the appointment of the company's independent registered accountants have been tabulated. I confirm the election of each of David Landless, Lawrence Padfield, and Patrick Williams and ratification of Leslie Parrette, the advisory vote on executive compensation has been approved. An appointment of PricewaterhouseCoopers has been ratified as the company's auditors for the fiscal year ending December 31, 2022. As there is no other business to be addressed at this meeting, I will entertain a motion that the meeting be adjourned.

I so move.

And I second the motion.

This meeting is adjourned. In conclusion, I'd like to take this opportunity to convey the Board's appreciation to Innospec's management and employees for their dedication and contributions during this past year. We hope you will continue to be as optimistic about the future as we are. Thank you for joining the Annual Meeting of Stockholders.

This concludes the meeting. You may now disconnect.