Innospec Inc

1. 1

   Election of two Class I Directors

   ManagementBoard: FOR

   Election of two Class I directors (Elizabeth K. Arnold and Claudia P. Poccia) to serve until the 2029 Annual Meeting.

2. 2

   Advisory approval of the Company’s executive compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation for Named Executive Officers as disclosed in the proxy statement. Management is seeking this approval to validate its pay philosophy and approach—linking pay to performance through base salary, short-term incentives, and long-term equity incentives (RSUs and PSUs) tied to operating income, cash flow, revenue growth, EPS, and relative TSR—while retaining flexibility to consider stockholder feedback. The Compensation Committee, advised by an independent consultant, sets targets and designs incentive structures to align executive rewards with strategic priorities and stockholder returns; it also reviews comparator groups and applies rigorous personal performance assessments. The Board recommends a vote FOR because it believes the compensation program is competitive, aligned with long-term stockholder interests, includes performance-based components and robust governance (clawback, stock ownership guidelines). The vote is advisory but will inform future compensation decisions and the Committee considers past strong say-on-pay support as part of its review. The proposal’s context includes Innospec’s 2025 financial performance, specific incentive thresholds and PSP metrics, and the Committee’s recent adjustments to the MICP (e.g., lowering the corporate operating income threshold from 90% to 80%).

3. 3

   Ratification of the appointment of the Company’s independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as Innospec’s independent registered public accounting firm for fiscal year 2026.

Upcoming shareholder meetings at Innospec Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Innospec Inc 2026 annual meeting?

Innospec Inc (IOSP) holds its 2026 annual shareholder meeting on Friday, May 8, 2026.

What is the record date for the Innospec Inc 2026 meeting?

The record date for the Innospec Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Innospec Inc's 2026 meeting?

The board is presenting 2 director nominees at the Innospec Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Innospec Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Innospec Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.