PROPOSAL 2
THE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On March 18, 2019, the Audit Committee appointed Deloitte & Touche LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2019.
Representatives of Deloitte & Touche LLP are expected to be
present at the 2019 Annual Meeting and will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions from shareholders.
Shareholder Ratification of the Appointment of Independent Registered Public Accounting Firm
We are asking our shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm.
Although ratification is not required by our certificate of incorporation, bylaws or otherwise, the Board is submitting the selection of Deloitte & Touche LLP to our shareholders for ratification as a matter of good corporate practice. In
the event that shareholders do not ratify the appointment of Deloitte & Touche LLP, the appointment may be reconsidered by the Audit Committee and the Board. 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 Company and our shareholders.
Dismissal of Ernst & Young LLP/ Prior Independent Registered Public Accounting Firm
As previously disclosed in the Companys Current Report on Form
8-K
filed on March 21, 2019,
Ernst & Young LLP served as the Companys independent registered public accounting firm for the year ended December 31, 2018, and until March 18, 2019, when the Audit Committee dismissed Ernst & Young LLP. The
decision to change our independent registered public accounting firm was recommended and approved by the Audit Committee.
The reports of
Ernst & Young LLP on the Companys financial statements for each of fiscal years ended December 31, 2018 and December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2018 and December 31, 2017,
and the subsequent interim period through March 18, 2019, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K
and related instructions) between the Company and
Ernst & Young LLP 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 Ernst & Young LLP would have caused
Ernst & Young LLP to make reference thereto in their reports on the financial statements for such years.
As disclosed in the
Companys Current Report on Form
8-K
filed March 21, 2019, the Company provided Ernst & Young LLP with a copy of the disclosures it made in the Form
8-K
(which are repeated above) and requested that Ernst & Young LLP furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements contained herein. A copy of
Ernst & Young LLPs letter, dated March 21, 2019, is filed as Exhibit 99.1 to the Companys Current Report on Form
8-K
filed on March 21, 2019.
During the fiscal years ended December 31, 2018 and December 31, 2017, and the subsequent interim period through March 18,
2019, neither the Company, nor anyone acting on its behalf, consulted with Deloitte & Touche LLP regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit
opinion that may be rendered on the Companys financial statements, and
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