Fastenal Company

24/07/2024 | Press release | Distributed by Public on 24/07/2024 19:06

Change in Certifying Accountants Form 8 K

Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
The Audit Committee (the 'Committee') of the Board of Directors (the 'Board') of Fastenal Company (the 'Company') recently completed a competitive selection process to determine the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The Committee invited several public accounting firms to participate in the process, including KPMG LLP ('KPMG'), the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
On July 19, 2024, the Committee approved a change to the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, and the Company notified KPMG, which is currently serving as the Company's independent auditors, of its dismissal effective immediately following KPMG's completion of their audit of the Company's consolidated financial statements as of and for the fiscal year ending December 31, 2024, and the issuance of their report thereon. Upon completion of KPMG's services, the Company will file an amendment to this Current Report on Form 8-K with the specific date of dismissal and an update to the disclosures required by Item 304(a) of Regulation S-K through that date.
During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this Current Report on Form 8-K, there were no: (1) 'disagreements' (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions) with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement; or (2) 'reportable events' (as defined in Item 304(a)(1)(v) of Regulation S-K).
The audit reports of KPMG on the consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2022, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The audit reports of KPMG on the effectiveness of internal control over financial reporting as of December 31, 2023 and 2022, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company provided KPMG with a copy of the foregoing disclosures and requested that KPMG furnish a letter addressed to the U.S. Securities and Exchange Commission (the 'SEC') stating whether KPMG agrees with the above statements. A copy of the letter from KPMG is furnished as Exhibit 16.1 and is incorporated herein by reference.
(b) Engagement of New Independent Registered Public Accounting Firm
On July 19, 2024, upon the approval of the Committee, the Company notified PricewaterhouseCoopers LLP ('PwC') of its formal decision to engage PwC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, effective beginning with the review of the Company's condensed consolidated financial statements for the quarter ending March 31, 2025, and subject to completion of PwC's customary client acceptance procedures.
During the Company's fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted PwC with respect to either: (i) 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 financial statements, and no written report was provided to the Company or oral advice was provided that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a 'disagreement' (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) or a 'reportable event' (as described in Item 304(a)(1)(v) of Regulation S-K).