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Item 4.01.
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Changes in Registrant’s Certifying Accountant.
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The Audit Committee of the Board of Directors of American National Insurance Company (the “Company”), with the assistance of the Company’s management, recently completed a competitive process to select the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 (“Fiscal 2020”). The Audit Committee invited several firms to participate in this process. At the conclusion of this process, on August 28, 2019, the Audit Committee appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for Fiscal 2020, subject to execution of an engagement letter. This action will result in the dismissal of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm, effective upon the filing of the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2019 (“Fiscal 2019”).
The audit reports of KPMG on the Company’s consolidated financial statements for the fiscal years ended December 31, 2017 (“Fiscal 2017”) and December 31, 2018 (“Fiscal 2018”) did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except for the change in its method of accounting for equity investments in 2018 due to the adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. During Fiscal 2017 and Fiscal 2018, and the subsequent interim periods through August 28, 2019, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference thereto in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that remediation efforts with respect to certain material weaknesses in the Company’s internal controls over financial reporting initially reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 were not concluded until the fourth quarter of Fiscal 2017, as reported and further described in Item 9A of the Company’s Annual Report on Form 10-K for Fiscal 2017.
The Company provided KPMG with a copy of this Form 8-K, and has requested that KPMG furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of KPMG’s letter, dated August 29, 2019, is filed as Exhibit 16.1 to this Form 8-K.
During Fiscal 2017 and Fiscal 2018, and the subsequent interim periods through August 28, 2019, neither the Company nor anyone on its behalf has consulted with Deloitte regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company’s stockholders entitled to vote at the Company’s 2020 annual meeting of stockholders will be asked to ratify the selection of Deloitte as the Company’s independent registered public accounting firm for Fiscal 2020.