PROPOSAL NO. 2: RATIFICATION OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
General
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of Odysseys independent registered public
accounting firm. The Committee reviewed the potential impact of selecting a different independent registered public accounting firm and determined to make a change during January 2020.
Changes in Independent Registered Public Accounting Firm
On January 21, 2020, the Company notified Ferlita, Walsh, Gonzalez & Rodriguez, P.A (Ferlita) of its decision to terminate
their services as the independent registered public accounting firm of the Company. The Companys decision to change auditors was approved by the Audit Committee on January 20, 2020.
During the two fiscal periods ending December 31, 2018 and 2017 and the subsequent period January 1, 2019 through January 21, 2020, there
were no: (1) disagreements with Ferlita on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to Ferlitas satisfaction, would have caused
Ferlita to make reference in connection with Ferlitas opinion to the subject matter of the disagreement, or (2) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The audit reports of Ferlitas on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2018
and 2017 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 reports of Ferlita on the effectiveness of internal control over financial
reporting as of December 31, 2018 and 2017 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 Company provided Ferlita with a copy of the disclosures made in a Current Report on Form 8-K prior
to the time the Report was filed with the SEC and requested that Ferlita furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company therein, and, if not,
stating the respects in which it does not agree. The letter from Ferlita to the Securities and Exchange Commission dated as of January 24, 2020, was filed as an exhibit to our Form 8-K dated
January 21, 2020.
Engagement of Warren Averett, LLC
On January 20, 2020, the Audit Committee appointed Warren Averett, LLC to serve as our independent registered public accounting firm for year ending
December 31, 2019. The Company believes transitioning to a larger accounting firm is beneficial at this time considering the Companys long-term goals.
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
We are asking our stockholders to ratify the Audit
Committees appointment of Warren Averett, LLC. as our independent registered certified public accounting firm for the fiscal year ending December 31, 2020. In the event the stockholders do not ratify the appointment, the Audit Committee will
reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered certified public accounting firm at any time during the year if the Audit
Committee determines that such a change would be in our and our stockholders best interests.
We expect a representative of Warren Averett, LLC
to be present at the annual meeting and will have the opportunity to make a statement if they so desire. It is also expected that the representative will be available to respond to appropriate questions.
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ODYSSEY MARINE EXPLORATION-2020 Proxy Statement
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