United States securities and exchange commission logo
December 16, 2020
Ian P. Cleminson
Executive Vice President and Chief Financial Officer
Innospec, Inc.
8310 South Valley Highway
Suite 350
Englewood, Colorado 80112
Re: Innospec, Inc.
Form 10-K for the
year ended December 31, 2019
Filed February 19,
2020
File No. 001-13879
Dear Mr. Cleminson:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2019
Item 11. Executive Compensation, page 94
1. In your discussion of
Annual Incentives on page 27 of your proxy statement, you indicate
that personal
performance goals are established at the beginning of the financial year. We
note your discussion of
the scoring for personal objectives beginning on page 30 but note
that the discussion
lacks details concerning the established goals. The discussion
references growth and
improvement without quantifying the goals and comparing the
results to such goals.
Similarly, your discussion of the long term incentive plan lacks
details relating to the
decision to grant awards under the program and performance vesting
criteria. Please
confirm that you will provide a more detailed description of the goals and
actual performance in
comparison to the goals in future filings.
Ian P. Cleminson
FirstName LastNameIan P. Cleminson
Innospec, Inc.
Comapany16,
December NameInnospec,
2020 Inc.
December
Page 2 16, 2020 Page 2
FirstName LastName
General
2. On page 13 of your proxy statement, you state, "The Board considers
diversity in the
nominating process, along with other criteria, for potential Director
candidates. The
recruitment specification for new Directors concentrates on candidates
who are seasoned
executive officers, with significant relevant experience, both at
board level and within
industry." In future proxy statements, disclose not only whether you
consider diversity,
but how, as required by Item 607(c)(2)(vi) of Regulation S-K.
3. We note from your Amended and Restated By-laws that your forum
selection provision
identifies a state court located within the State of Delaware (or, if
no state court located
within the State of Delaware has jurisdiction, the federal district
court for the District of
Delaware) as the exclusive forum for certain litigation, including any
derivative action.
In future filings, please disclose whether this provision applies to
actions arising under the
Securities Act or Exchange Act. If so, please also state that there is
uncertainty as to
whether a court would enforce such provision. If the provision applies
to Securities Act
claims, please also state that investors cannot waive compliance with
the federal securities
laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of
the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If this provision does not apply to actions
arising under the
Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in
the governing documents states this clearly, or tell us how you will
inform investors in
future filings that the provision does not apply to any actions
arising under the Securities
Act or Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Tracey Houser at (202) 551-3736 or Al Pavot at (202)
551-3738 if you
have questions regarding the financial statements and related matters. Please
contact Abby
Adams at (202) 551-6902 or Suzanne Hayes at (202) 551-3675 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences