Auditor Change

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2020 (March 4, 2020) AMPCO-PITTSBURGH CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 1-898 25-1117717 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 726 Bell Avenue, Suite 301 Carnegie, Pennsylvania 15106 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (412) 456-4400 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $1 par value AP New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter) Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Section 4 – Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant’s Certifying Accountant. Item 4.01(a)—Dismissal of Auditor The Audit Committee of the Board of Directors of Ampco-Pittsburgh Corporation (the “Registrant” or the “Corporation”), in connection with carrying out its appointed duties and responsibilities, conducted a comprehensive, competitive process to determine the Corporation’s independent registered public accounting firm for the Corporation’s 2020 fiscal year. As a result of this process, on March 4, 2020, the Audit Committee of the Corporation approved the dismissal of Deloitte & Touche LLP (“D&T”) as the Corporation’s independent registered public accounting firm, effective as of the date of D&T’s completion of its audit services for the fiscal year ended December 31, 2019, and the filing of the Corporation’s Annual Report on Form 10-K. Since 1999, D&T has audited our consolidated financial statements, including our consolidated balance sheets as of December 31, 2018, and 2017, and our related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). The audit reports of D&T on our consolidated financial statements for the periods stated above 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 fiscal years ended December 31, 2018, and 2017, and the subsequent interim period through March 4, 2020, there were (1) no disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of D&T, would have caused D&T to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K. We furnished D&T with a copy of this disclosure on March 4, 2020, providing D&T with the opportunity to furnish the Corporation with a letter addressed to the SEC stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. A copy of D&T’s letter to the SEC is filed as Exhibit 16.1 to this Report. Item 4.01(b)—Engagement of Auditor On March 10, 2020, the Registrant engaged BDO USA LLP (“BDO”) as its new independent registered public accounting firm beginning with the period ending December 31, 2020. The change in the Registrant’s independent registered public accounting firm was approved by the Audit Committee of the Corporation. During the most recent fiscal year and through the date of this Current Report, neither the Registrant nor anyone on its behalf consulted with BDO regarding any of the following: (i) The application of accounting principles to a specific transaction, either completed or proposed; (ii) The type of audit opinion that might be rendered on the Registrant’s consolidated financial statements, and none of the following was provided to the Registrant: (a) a written report; or (b) oral advice that BDO concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing or financial reporting issue; or (iii) Any matter that was subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed with this Current Report on Form 8-K: Exhibit No. Description 16.1 Letter to the Securities and Exchange Commission from Deloitte & Touche LLP. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMPCO-PITTSBURGH CORPORATION Date: March 10, 2020 By: /s/ Rose Hoover Rose Hoover President and Chief Administrative Officer