UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934

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INNOSPEC INC.

 

 

(Name of Registrant as Specified In Its Charter)

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April 7, 2011

Dear Stockholder,

In the current economic world, one of the key elements in any business which is enhancing shareholder value is the quality, dedication and loyalty of the management team.

We are now seeking the support of our shareholders to continue our practice of using long-term equity incentive plans as part of our overall compensation program to ensure that our management team are motivated to drive Innospec onto the next stage of our development, and that their compensation in part is very closely linked to improvements in shareholder value. Over the past three years, our 2008 Plans proved to be very effective, and we seek to continue the use of these plans.

There will be three proposals to allocate shares to each of these plans presented to the shareholders at the Annual General Meeting on May 11, 2011, and we do hope you will follow the recommended vote FOR these proposals.

At Innospec, we are very proud of the achievements of our leadership group which includes:

 

1.

Development and execution of a highly successful strategy for our Fuel Specialties business, turning the business into one of the major global players in this market.

 

2.

Turnaround of our Active Chemicals business, creating good top line growth and substantially improved margins, such that the business is now an excellent platform for future growth, based on innovative new chemistries for the Personal Care industry.

 

3.

Resolution of a series of legacy issues which have previously impacted the business including:

 

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Settlement with UK and US authorities under the FCPA investigation;

 

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Development of alternative UK pension arrangements, which substantially reduced future liability for the company; and

 

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Favourable outcomes from several outstanding taxation issues.

This outstanding performance has been reflected in Innospec’s share price, which has substantially outperformed the market during this period:

 

				Innospec Inc 8375 South Willow Street Littleton, Colorado 80124 Tel: 303-792-5554 Fax: 303-792-5668 www.innospecinc.com

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In line with best practice, we believe that it is important to have a portion of our key managers’ compensation closely aligned to shareholder interests.

Consistent with the 850,000 shares initially allocated to the 2008 Plans which have supported the equity compensation grants for the last three years, we are seeking to augment the existing plans with the same amount of shares to be used over the next three to four years. The full details of these plans are available in the appendix to this letter.

We value your continued support as a key shareholder, and we trust that we are able to rely on this support to implement this vital element of our compensation packages.

Yours faithfully,

Patrick Williams

President and CEO, Innospec Inc.

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