UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
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PreliminaryProxy Statement |
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Confidential,for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
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DefinitiveProxy Statement |
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DefinitiveAdditional Materials |
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SolicitingMaterial Pursuant to §240.14a-12 |
INNOSPEC INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| x No | fee required. |
| ¨ Fee | computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ Fee | paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
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| Electronic Voting Instructions | ||||||
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Available 24 hours a day, 7 days a week! | ||||||
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Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. | ||||||
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VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. | ||||||
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Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 8, 2013.
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Vote by Internet | |||||
| • Go to www.envisionrepots.com/iosp | ||||||
| • Or scan the QR code with your smartphone | ||||||
| • Follow the steps outlined on the secure website | ||||||
| Vote by telephone | ||||||
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• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone | ||||||
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• Follow the instructions provided by the recorded message | ||||||
| Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | x |
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q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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Proposals — The Board recommends a vote FOR all nominees and FOR Proposals 3, and 4. | |||||||||||
| 1. Re-election of Directors: | For | Withhold | For | Withhold | + | |||||||||||||||
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01 - Patrick S. Williams |
¨ | ¨ | 02 - Martin M. Hale | ¨ | ¨ | |||||||||||||||
| 2. Election of Director | For | Withhold | ||||||||||||||||||
| 01 - Lawrence Padfield | ¨ | ¨ | ||||||||||||||||||
| For | Against | Abstain | For | Against | Abstain | |||||||||||||||
| 3. Say on Pay - An advisory vote on the approval of executivecompensation. |
¨ | ¨ | ¨ | 4. Proposal to ratify the Company’s independent public accounting firm for 2013. |
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5. To
transact such other business as may properly |
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| B | Non-Voting Items | |||||||||
| Change of Address — Please print your new address below. | Comments — Please print your comments below. | Meeting Attendance | ||||||||
| Mark the box to the right
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| C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
| Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||||||
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2013 Annual Meeting Admission Ticket
2013 Annual Meeting of
Innospec Inc. Stockholders
Wednesday, May 8, 2013, 10.00 a.m. Local Time
Conference Room 19-A
Smith Gambrell & Russell, LLP
250 Park Avenue, Suite 1900, New York, NY 10177
Upon arrival, please present this admission ticket and photo identification at the registration desk.
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — Innospec Inc.
Notice of 2013 Annual Meeting of Stockholders
Proxy Solicited by Board of Directors for Annual Meeting – May 8, 2013
Patrick S. Williams and Ian P. Cleminson, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Innospec Inc. to be held on May 8, 2013 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees and FOR Proposals 3, and 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)
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Vote by Internet | |||||
| • Go to www.envisionreports.com/iosp | ||||||
| • Or scan the QR code with your smartphone | ||||||
| • Follow the steps outlined on the secure website | ||||||
Important Notice Regarding the Availability of Proxy Materials for the
Innospec Inc. Stockholder Meeting to be Held on May 8, 2013
Under new Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement and Annual Report on Form 10-K are available at:
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Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/iosp to view the materials. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. |
When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.
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Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 29, 2013 to facilitate timely delivery. |
Innospec Inc. Stockholder Meeting Notice
Innospec Inc.’s Annual Meeting of Stockholders will be held on May 8, 2013 at Conference Room 19-A, Smith Gambrell & Russell, LLP, 250 Park Avenue, Suite 1900, New York, NY 10177, at 10:00 a.m. Eastern Time.
Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.
The Board of Directors recommends a vote FOR all nominees and FOR Proposals 3 and 4:
1. Re-election of Directors – Patrick S. Williams and Martin M. Hale.
2. Election of a Director – Lawrence Padfield.
3. Advisory vote on executive compensation.
4. Ratification of the Company’s independent public accounting firm for 2013.
5. Any other business.
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.
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Here’s how to order a copy of the proxy materials and select a future delivery preference:
Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.
Email copies: Current and future
email delivery requests must be submitted via the Internet following the instructions below.
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.
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| g | Internet – Go to www.envisionreports.com/iosp. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. | |||
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Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. | |||
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Email – Send email to investorvote@computershare.com with “Proxy Materials Innospec Inc.” in the subject line. Include in the message your full name and address, plus
the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. | |||
| To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 29, 2013. | ||||
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