Innospec (IOSP) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 8, 2026, in New York, with voting on three main proposals: election of two Class I Directors, advisory approval of executive compensation, and ratification of the independent auditor.

• Shareholders can vote online, by phone, mail, or in person, with a record date of March 13, 2026, and 24,890,467 shares outstanding.

• The Board recommends voting FOR all proposals and nominees.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class I Directors (Elizabeth K. Arnold and Claudia P. Poccia) to serve until 2029.

• Proposal 2: Advisory (non-binding) approval of executive compensation for Named Executive Officers.

• Proposal 3: Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

• Shareholders may submit proposals for the 2027 meeting by November 27, 2026.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; separate Chairman and CEO roles.

• Board committees (Audit, Compensation, Nominating/Corporate Governance/Sustainability) are fully independent.

• Annual board and committee self-evaluations, director orientation, and continuing education are conducted.

• Board diversity, skills, and experience are emphasized in director recruitment.

• No family relationships or material related party transactions among directors and executives.