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INNOSPEC INC. — Proxy Solicitation & Information Statement 2026
Mar 26, 2026
31718_psi_2026-03-26_61ffbe23-fd1c-43a0-beb8-74bcbd1fdc70.zip
Proxy Solicitation & Information Statement
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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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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
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 11:59 p.m., ET, on May 7, 2026. |
|---|---|
| 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 |
| ● | Save paper, time and |
| money! Sign up for electronic | |
| delivery at www.envisionreports.com/iosp |
2026 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.
- Election of two Class I Directors:
| For | Withhold | For | Withhold | ||
|---|---|---|---|---|---|
| 01 - Elizabeth K. Arnold | ● | ● | 02 - Claudia P. Poccia | ● | ● |
| For | Against | Abstain | For | Against | Abstain | ||
|---|---|---|---|---|---|---|---|
| 2. | |||||||
| ADVISORY APPROVAL OF INNOSPEC’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 be 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. |
| --- |
| / / |
| ● |
|---|
| 048AUB |
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2026 Annual Meeting Admission Ticket
2026 Annual Meeting of Innospec Inc. Stockholders
Friday, May 8 2026, 10:00 a.m. EST at The St Regis Hotel Two East 55th Street At Fifth Avenue, New York City, NY, 10022, US
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 2026 Annual Meeting of Stockholders
Proxy Solicited by Board of Directors for Annual Meeting — May 8, 2026
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 8, 2026 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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