|
|
|
|
Item 4.01
|
Changes in Registrant’s Certifying Accountant
.
|
On May 21, 2019, the Audit Committee (the “Audit Committee”) of the Board of Directors of Jagged Peak Energy Inc. (the “Company”), approved the appointment of Ernst & Young LLP (“E&Y”) as the new independent registered public accounting firm to perform independent audit services for the Company for the fiscal year ending December 31, 2019 (including with respect to the Company’s quarterly periods ending June 30, 2019, September 30, 2019 and December 31, 2019), effective immediately. The appointment of E&Y was the result of a competitive request for proposal process undertaken by the Audit Committee. Please see the Audit Committee's Report in our Notice of Annual Meeting of Stockholders and Proxy Statement, which was filed with the Securities and Exchange Commission on April 10, 2019, for information regarding the proposal process. Also on May 21, 2019, the Audit Committee chose not to renew the engagement of KPMG LLP (“KPMG”), which was then serving as the independent registered public accounting firm of the Company, and notified KPMG that it would be dismissed as the independent registered public accounting firm of the Company, effective immediately.
KPMG’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2018 and December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended December 31, 2018 and December 31, 2017 and through the subsequent interim period ending May 21, 2019, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of KPMG would have caused KPMG to make reference thereto in its reports on the consolidated financial statements of the Company for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided KPMG with a copy of this Form 8-K and requested that KPMG provide the Company with a letter addressed to the Securities and Exchange Commission stating whether or not KPMG agrees with the above disclosures. A copy of KPMG’s letter, dated May 22, 2019, is attached as Exhibit 16.1 to this Form 8-K.
During the fiscal years ended December 31, 2018 and December 31, 2017 and through the subsequent interim period as of May 21, 2019, neither the Company, nor any party on behalf of the Company, consulted with E&Y with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by E&Y that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any 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).
