PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CliftonLarsonAllen LLP (
CLA
) was previously the principal accountants for County. On December 18, 2018, CLA was
dismissed as Countys independent registered public accounting firm, due to issues regarding CLAs independence with respect to County that were anticipated to result from a transaction between CLA and Schenck S.C. The decision to change
accountants was recommended by the Audit Committee of the Board of Directors.
The audit reports of CLA on Countys consolidated
financial statements as of and for the years ended December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the two fiscal years ended December 31, 2017, and the subsequent interim period through December 18, 2018, there were no:
(i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation
S-K
and the related instructions) between County and CLA on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of CLA would have caused it to make reference in connection with its opinion to the subject matter of such disagreements; or
(ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation
S-K).
County has provided CLA with a copy of the foregoing disclosures and requested that CLA furnish County with a letter addressed to the SEC
stating whether or not it agrees with such disclosures. A copy of CLAs letter is attached as Exhibit 16.1 to Countys Form
8-K
filed on December 20, 2018.
On December 18, 2018, the Audit Committee engaged Plante to serve as Countys independent registered public accounting firm for the
year ended December 31, 2018. During the years ended December 31, 2017 and 2016, and the subsequent interim period through December 18, 2018, neither County nor anyone acting on its behalf had consulted with Plante 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 Countys consolidated financial statements, and neither a written report nor oral
advice was provided to County that Plante concluded was an important factor considered by County in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K
and the related instructions) or reportable event (as defined in Item 304(a)(1)(v) of Regulation
S-K).
As discussed above, Countys independent registered public accounting firm for the fiscal
year ended December 31, 2018 was Plante. Countys Audit Committee has also appointed Plante as its independent registered public accounting firm for the fiscal year ending December 31, 2019. Although Countys shareholders are not
required to vote on the appointment of Countys independent registered public accounting firm, it is presenting this selection to its shareholders for ratification. Proxies solicited by the Board of Directors will, unless otherwise directed, be
voted to ratify the Board of Directors appointment of Plante as Countys independent registered public accounting firm for the fiscal year ending December 31, 2019. Even if the appointment of Plante is ratified by the shareholders,
the Audit Committee, in its discretion, could decide to terminate the engagement of Plante and to engage another firm if the Audit Committee determines such action is necessary or desirable. If the appointment of Plante is not ratified, the Audit
Committee will reconsider the appointment, but also may decide to maintain the appointment. County has been advised by Plante that they are independent certified public accountants with respect to County within the meaning of the Exchange Act and
the rules and regulations promulgated thereunder.
Representatives of Plante are expected to attend the Annual Meeting. They will be given
an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders present at the meeting.
The Board of Directors recommends a vote FOR the ratification of Plante as Countys independent registered public accounting firm for
the fiscal year ending December 31, 2019. Proxies properly signed and returned will be voted FOR this proposal unless you specify otherwise.
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