PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The Audit Committee has appointed RSM US LLP (RSM), independent auditors, to be our principal independent auditors
and to audit our consolidated financial statements for the fiscal year ending December 31, 2022. Ernst & Young LLP (Ernst & Young) served as our independent registered public accounting firm for the fiscal year
ended December 31, 2021.
Representatives of RSM and Ernst & Young are expected to be present at the Annual
Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
The Audit Committee has the responsibility for the selection of our independent auditors. Although stockholder ratification is
not required for the selection of RSM, and although such ratification will not obligate us to continue the services of such firm, the Board is submitting the selection for ratification with a view towards soliciting our stockholders opinion
thereon, which may be taken into consideration in future deliberations. If the appointment is not ratified, the Audit Committee must then determine whether to appoint other auditors before the end of the current fiscal year and, in such case, our
stockholders opinions would be taken into consideration.
The Board of Directors unanimously recommends a vote
FOR the ratification of RSM US LLP as our independent auditors for the fiscal year ending December 31, 2022.
Change in
Independent Registered Public Accounting Firm
As previously reported in the Companys Current Report on Form 8-K filed with the SEC on April 19, 2022, on April 13, 2022 and following a competitive request for proposals process, the Audit Committee approved the engagement of RSM, effective April 17, 2022, as
its independent registered public accounting firm for the fiscal year ending December 31, 2022. On April 13, 2022, the Audit Committee also approved the dismissal of Ernst & Young as independent registered public accounting firm
of the Company effective April 16, 2022.
The reports of Ernst & Young on the Companys financial
statements as of and for the fiscal years ended December 31, 2021 and 2020 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
Ernst & Youngs report dated March 31, 2021 contained an explanatory paragraph regarding the Company stating there was substantial doubt about the Companys ability to continue as a going concern.
During the fiscal years ended December 31, 2021 and 2020, and in the subsequent interim period through April 16,
2022: (i) there were no disagreements (as defined in Item 304(a)(iv) of Regulation S-K and the related instructions) with Ernst & Young on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference to the matter in its report and (ii) except for the matters
referenced below, there were no reportable events (as defined in Item 304(a)(v) of Regulation S-X and the related instructions).
As disclosed in Item 9A of each of the Companys Annual Reports on Form 10-K as
of and for the fiscal years ended December 31, 2021 and 2020, the Company identified a material weakness in its internal control over financial reporting. This reportable event was discussed between the Audit Committee and Ernst &
Young, and Ernst & Young has been authorized by the Company to respond fully to the inquiries of RSM, the successor independent registered public accounting firm of the Company, concerning this reportable event.
During the fiscal years ended December 31, 2021 and 2020 and the subsequent interim period through April 16, 2022,
neither the Company nor anyone acting on the Companys behalf consulted RSM regarding:
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