ITEM2—RATIFICATIONOFTHEAPPOINTMENTOF ERNST&YOUNGLLPASINDEPENDENTAUDITORS Undertherules and regulations of the SEC and Nasdaq, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. In addition, the Audit Committee considers the independence of our independent auditors and participates in the selection of the independent auditor’s lead engagement partner. The Audit Committeehasappointed,and,asamatterofgoodcorporategovernance,isrequestingratificationbythe shareholders of the appointment of, the registered public accounting firm of Ernst & Young LLP (“E&Y”) to serve as independent auditors for the fiscal year ending December 31, 2022. E&Y has served as our independent auditor since 1996. The Audit Committee considered a number of factors in determining whether to re-engage E&Y as the Company’s independent registered public accounting firm, including the length of time the firm has served in this role, the firm’s professional qualifications and resources, the firm’s past performance, and the firm’s capabilities in handling the breadth andcomplexity of our business, as well as the potential impact of changing independent auditors. TheBoardofDirectorsandtheAuditCommitteebelievethatthecontinuedretentionofE&YastheCompany’sindependent auditor is in the best interests of the Company and its shareholders. If shareholders do not ratify the selection of E&Y, the Audit Committeewillevaluatetheshareholdervotewhenconsideringtheselectionofaregisteredpublicaccountingfirmfor the audit engagement for the 2023 fiscal year. In addition, if shareholders ratify the selection of E&Y as independent auditors, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select E&Y or another registered public accounting firm as our independent auditors. WhyWeRecommendYouSupportThisProposal • TheAuditCommitteeundertakesarobustevaluationprocess each year to confirm that the retention of E&Y as our independent auditor continues to be in our shareholders’ best interests. • E&Yhasservedasourindependentauditorsince1996,whichprovidesthefirmwithadeepunderstanding,andthe ability to handle the breadth and complexity, of our business. • E&Yprovidesonlylimited services other than audit and audit-related services. TheBoardofDirectorsrecommendsavote“FOR”ratificationoftheappointmentofE&Yasourindependent auditors for the fiscal year ending December 31, 2022. 2022ProxyStatement 19