INNOSPEC INC. — Proxy Solicitation & Information Statement 2025

Mar 27, 2025

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 8, 2025. | | --- | --- | --- | --- | | | | | 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 |

2025 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 recommends a vote FOR all nominees and FOR Proposals 2 and 3.

1. Election of three Class III Directors:

	For	Withhold		For	Withhold		For	Withhold
01

• David F. Landless | ☐ | ☐ | 02
• Lawrence J. Padfield | ☐ | ☐ | 03
• Patrick S. Williams | ☐ | ☐ |

		For	Against	Abstain			For	Against	Abstain
2.	Advisory approval of the Company’s executive compensation;	☐	☐	☐	3.	Ratification of the appointment of the Company’s independent
registered public 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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2025 Annual Meeting Admission Ticket

2025 Annual Meeting of Innospec Inc. Stockholders

May 9, 2025, 10:00 am CT

The Westin at the Woodlands Hotel

2 Waterway Square Place

The Woodlands, Houston TX 77380

Upon arrival, please present this admission ticket and photo identification at the registration desk.

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 2025 Annual Meeting of Stockholders

Proxy Solicited by Board of Directors for Annual Meeting — May 9, 2025

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 9, 2025 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 2 and 3.

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.

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