INNOSPEC INC. — Proxy Solicitation & Information Statement 2023

Mar 22, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

INNOSPEC INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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| | | Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. — ● | Votes submitted electronically must be received by 11:59pm, Eastern Time, on May 3, 2023. | | --- | --- | --- | --- | | | | | Online Go to www.envisionreports.com/iosp or scan the QR code – login details are located in the shaded bar below. | | | | ● | Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada | | Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | ● | ● | Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/iosp |

2023 Annual Meeting Proxy Card

▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

A Proposals – The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 3 and 4 and 1 YEAR on Proposal 2.

1. Election of two Class I Directors:

	For	Withhold		For	Withhold
01 - Claudia P. Poccia	☐	☐	02 - Elizabeth K. Arnold	☐	☐

		1 Year	2 Years	3 Years	Abstain			For	Against	Abstain
2.	Frequency of Say on Pay - An advisory vote on the frequency of the advisory vote on executive compensation	☐	☐	☐	☐	3.	Say on Pay - An advisory vote on the approval of executive compensation	☐	☐	☐
			For	Against	Abstain
4.	Ratification of the appointment of Innospec Inc.’s independent registered accounting firm		☐	☐	☐

B Authorized Signatures – This section must be completed for your vote to count. Please date and sign below.

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

| Date

(mm/dd/yyyy) — Please print date below.
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1 U P X

03R5VA

The 2023 Annual Meeting of Stockholders of Innospec Inc. will be held on

Thursday, May 4, 2023 at 10:00am Eastern Time at

The Ritz-Carlton, Charlotte, 201 East Trade Street, Charlotte, NC 28202

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders.

The material is available at: www.envisionreports.com/iosp

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/iosp

▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

Innospec Inc.

Notice of 2023 Annual Meeting of Stockholders

Proxy Solicited by Board of Directors for Annual Meeting – May 4, 2023

Patrick S. Williams and Ian P. Cleminson, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Innospec Inc. to be held on May 4, 2023 or at any postponement or adjournment thereof.

Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees and FOR Proposals 3 and 4 and 1 YEAR on Proposal 2.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

(Items to be voted appear on reverse side)

C Non-Voting Items

Change of Address – Please print new address below. Comments – Please print your comments below.