Selection of Independent Auditor (Proposal 13)
The Audit Committee has approved the retention of Ernst & Young LLP, or EY, an Independent Registered Public Accounting Firm, as our independent registered public accounting firm to examine and report on Sealed Airs consolidated financial statements and the effectiveness of Sealed Airs internal control over financial reporting for the fiscal year ending December 31, 2017, subject to ratification of the retention by the stockholders at the Annual Meeting. The Audit Committee considers EY to be well qualified. In the absence of contrary specification, the Proxy Committee will vote proxies received in response to this solicitation in favor of ratification of the appointment. Even if the proposal is approved, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year.
KPMG LLP, or KPMG, was Sealed Airs independent registered public accounting firm until March 2, 2015, when, following approval by the Audit Committee, EY was engaged as Sealed Airs independent registered public accounting firm to examine and report on Sealed Airs consolidated financial statements and the effectiveness of Sealed Airs internal control over financial reporting for the fiscal year ended December 31, 2015.
During the fiscal year ended December 31, 2014, and the subsequent interim period through March 2, 2015, neither Sealed Air nor anyone on its behalf consulted with EY regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Sealed Airs consolidated financial statements, in any case where a written report or oral advice was provided to Sealed Air that EY concluded was an important factor considered by Sealed Air in reaching a decision as to the accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of KPMG on the consolidated financial statements of Sealed Air and its subsidiaries as of and for the year ended December 31, 2014 did not contain any adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2014 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2014, and the subsequent interim period through the filing of the Annual Report on Form 10-K, there were (i) no disagreements between Sealed Air and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in their report on the consolidated financial statements for such year, and (ii) no reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Representatives of EY will be present at the Annual Meeting. The EY representatives will have the opportunity to make a statement if they desire to do so, and we expect that they will be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR the proposal to ratify the selection of EY as our
independent public accounting firm for 2017.