ITEM 2.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selectedCompany was notified that Dixon Hughes Goodman LLP (“DHG”), the Company's independent registered public accounting firm, of Dixon Hughes Goodmanmerged with BKD, LLP (“Dixon Hughes Goodman”BKD”) on June 1, 2022, and the combined practice of those firms now operates under the name FORVIS, LLP (“FORVIS”). The Audit Committee has approved the engagement of FORVIS, the successor in the merger of DHG and BKD (hereinafter referred to as (“FORVIS”)), as its independent registered public accounting firm effective on June 1, 2022.
FORVIS’ audit report on the Company’s independent auditorsfinancial statements of the Company for the two most recent fiscal year endingyears ended April 30, 2022. 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years ended April 30, 2022 and 2021 and through June 1, 2022, the Company has not had any “disagreements” (as such term is defined in Item 304 of Regulation S-K) with FORVIS 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 FORVIS, would have caused FORVIS to make reference to the subject matter of the disagreement in its reports on the Company's consolidated financial statements for such periods.
During the Company's two most recent fiscal years ended April 30, 2022 and 2021 and through June 1, 2022, there were no “reportable events” (as such term is defined in Item 304 of Regulation S-K).
During the Company's two most recent fiscal years and through June 1, 2022, neither the Company nor anyone on its behalf consulted FORVIS 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 the Company's financial statements, and no written report or oral advice was provided by FORVIS to the Company that FORVIS concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” (as such terms are defined in Item 304 of Regulation S-K).
Although not required by law, our bylaws or otherwise to submit the appointment to a vote by stockholders, the Audit Committee is requesting that the stockholders ratify the appointment of Dixon Hughes GoodmanFORVIS because we value our stockholders’stockholders' views on our independent public accounting firm and as a matter of good corporate practice. Assuming that a quorum is present, the selection of Dixon Hughes GoodmanFORVIS will be deemed to have been ratified if more shares are voted in favor of ratification than are voted against ratification or abstain. The Audit Committee will consider the outcome of this vote but is not bound by our stockholders’stockholders' vote.
On July 21, 2020, the Company, with approval of the Audit Committee, notified Ernst & Young LLP (“Ernst & Young”) that Ernst & Young was being dismissed as the Company’s independent registered public accounting firm, effective upon completion of Ernst & Young’s audit of the Company’s financial statements for the fiscal year ended April 30, 2020, and appointed Dixon Hughes Goodman as the Company’s new independent registered public accounting firm. The decision to change the Company’s independent registered public accounting firm was the result of a request for proposal process in which the Audit Committee conducted a comprehensive, competitive process to select the independent registered public accounting firm, and which action was ratified by the Board of Directors.
Ernst & Young served as the Company’s independent registered public accounting firm auditing the Company’s annual financial statements and reviewing the financial statements included in the Company’s quarterly reports on Form 10-Q through the fiscal year ended April 30, 2020.
Ernst & Young’s audit reports on the Company’s financial statements for the fiscal years ended April 30, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles; except that such reports contained a paragraph explaining that the Company changed its method of accounting for leases in 2020 due to the adoption of ASC 842, Leases and that effective August 1, 2018, the Company elected to change its method of accounting for its domestic inventory from the last-in, first-out method, to the first-in, first out method. During the Company’s fiscal years ended April 30, 2020 and 2019 and through July 27, 2020, the Company did not have any disagreement with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to Ernst & Young’s satisfaction, would have caused Ernst & Young to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements. In addition, during the Company’s fiscal years ended April 30, 2020 and 2019 and through July 27, 2020, there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
During our fiscal years ended April 30, 2020 and 2019 and through July 27, 2020, neither we nor anyone on our behalf consulted with Dixon Hughes Goodman with respect to either (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 our financial statements, and neither written nor oral advice was provided to us that Dixon Hughes Goodman concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
It is expected that a representative of Dixon Hughes GoodmanFORVIS will participate in the virtual Annual Meeting of Stockholders to be held on August 25, 202124, 2022 to answer any appropriate questions,questions. and such representative will have an opportunity to make a statement if he or she desires.
The Audit Committee recommends a vote FOR ratification of the
independent registered public accounting firm of Dixon Hughes GoodmanFORVIS, LLP
as the Company’s independent auditors for fiscal year 2022.2023.