Item 4.01. Changes in Registrant’s Certifying Accountant.
New Independent Accountant
On December 11, 2019, the Audit Committee of
the Board of Directors of Hillenbrand, Inc. (the “Company” or “Hillenbrand”) approved the engagement
of Ernst & Young LLP (“EY”) to serve as the Company’s independent registered public accounting firm for
the fiscal year ending September 30, 2020, effective immediately, and EY has accepted the engagement. The Audit
Committee made its determination after completing a process it undertook to consider the selection of a public accounting
firm for the Company’s 2020 audit. This process included consideration of major public accounting firms
PricewaterhouseCoopers LLP (“PwC”), Hillenbrand’s former independent registered public accounting firm, and
EY, which was the independent registered public accounting firm for Milacron Holdings Corp. (“Milacron”) before
the Company acquired Milacron. In connection with the engagement of EY, the Audit Committee dismissed PwC on December
5, 2019.
During the two fiscal years ended September 30, 2018 and 2019
and the subsequent interim period through December 11, 2019, (i) the Company did not both (a) consult with EY as to the
application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s consolidated financial statements and (b) receive a written report or oral advice
that EY concluded was an important factor considered by the Company in reaching a decision as to such accounting, auditing, or financial
reporting issue; and (ii) the Company did not consult EY on any matter that was either the subject of a “disagreement”
(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event”
(as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Previous Independent Accountant
As described above, in connection with the engagement of EY,
the Audit Committee dismissed PwC on December 5, 2019.
The audit reports of PwC on the consolidated financial statements
of the Company and its subsidiaries as of and for the years ended September 30, 2019 and 2018 did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two fiscal years ended September 30, 2018 and 2019
and the subsequent interim period through December 5, 2019, there were no (1) disagreements between the Company and PwC on
any matter of accounting principles or practices, consolidated financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to their satisfaction, would have caused them to make reference thereto in their reports on
the consolidated financial statements for such years, or (2) reportable events.
Provision of Disclosure to Previous Independent Accountant
The Company provided PwC with a copy of this Form 8-K and
requested PwC to furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with
the above statements. A copy of such letter, dated December 11, 2019, is filed as Exhibit 16.1 to this Form 8-K.
Shareholder Ratification of New Independent Accountant
The shareholders of the Company entitled to vote at the Company’s
Annual Meeting of shareholders to be held in February of 2020 will be asked to ratify the selection of EY as the Company’s
independent registered public accounting firm for the fiscal year ending September 30, 2020.
