0001590714FALSE00015907142024-06-042024-06-04

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): June 4, 2024
________________________________________________________
Image1.jpg
Element Solutions Inc
________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware001-3627237-1744899
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
500 East Broward Boulevard,Suite 186033394
Fort Lauderdale,Florida(Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:   (561) 207-9600

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:
☐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 classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareESINew 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, at the 2024 Annual Meeting (as defined below), the stockholders of Element Solutions Inc (the "Company") approved the adoption of the Element Solutions Inc 2024 Incentive Compensation Plan (the "2024 Plan"). The total number of shares of common stock of the Company that may be subject to awards under the 2024 Plan is 10,000,000 shares.
A more detailed summary of the 2024 Plan is set forth in the Company's Proxy Statement (as defined below) under the caption "Proposal 3 — Approval of 2024 Incentive Compensation Plan," which summary is incorporated herein by reference.
The description of the 2024 Plan contained herein and the summary do not purport to be complete and are qualified in their entirety by reference to the full text of the 2024 Plan, a copy of which is included in Appendix A to the Company's Proxy Statement and filed herewith as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 4, 2024, the Company held its 2024 annual meeting of stockholders (the "2024 Annual Meeting"). The proposals submitted to a stockholder vote at the meeting were described in detail in the Company's Definitive Proxy Statement for the 2024 Annual Meeting, as filed with the Securities and Exchange Commission on April 19, 2024 (the "Proxy Statement"). The Company's stockholders present at the meeting or by proxy represented 228,318,630 shares of common stock (or 94.32% of the 242,063,821 outstanding shares of common stock of the Company at April 8, 2024, the record date for the 2024 Annual Meeting). Set forth below are the final voting results for each of the proposals submitted to the Company's stockholders at the 2024 Annual Meeting.
Proposal 1 - Election of Directors — The stockholders entitled to vote elected each of the eight director nominees set forth in the Proxy Statement to serve until the Company's 2025 annual meeting of stockholders or until his or her respective successor is duly elected and qualified. The voting results were as follows:
Nominee
For
Against
Abstain
Broker Non-Votes
Sir Martin E. Franklin
214,404,1066,329,89467,2157,517,415
Benjamin Gliklich
219,789,607942,78968,8197,517,415
Ian G.H. Ashken
197,222,96323,436,490141,7627,517,415
Elyse Napoli Filon
220,539,867193,82167,5277,517,415
Christopher T. Fraser
149,272,10671,461,46567,6447,517,415
Michael F. Goss
203,108,20317,623,85169,1617,517,415
E. Stanley O'Neal
198,467,21822,266,56967,4287,517,415
Susan W. Sofronas219,075,1591,658,02068,0367,517,415
Proposal 2 - Say-on-Pay Vote — The proposal on the advisory resolution to approve the compensation of the Company's named executive officers received the following votes:
For
Against
Abstain
Broker Non-Votes
171,333,40449,388,06279,7497,517,415


Proposal 3 - Approval of 2024 Incentive Compensation Plan - The proposal to approve the 2024 Plan, effective June 4, 2024, received the following votes:
For
Against
Abstain
Broker Non-Votes
170,095,96948,068,4612,636,7857,517,415
Proposal 4 - Ratification of Auditors — The proposal for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024 received the following votes:
For
Against
Abstain
Broker Non-Votes
227,588,112654,90675,612
--
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
The following exhibits are filed or furnished herewith:
Exhibit NumberDescription
10.1
Element Solutions Inc 2024 Incentive Compensation Plan (filed as Appendix A to the Company's Definitive Proxy Statement, as filed on April 19, 2024, and incorporated herein by reference)
104Cover Page Interactive Data File (formatted as Inline XBRL)(furnished only)

SIGNATURE
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.
ELEMENT SOLUTIONS INC
  (Registrant)
June 5, 2024 /s/ John E. Capps
(Date)John E. Capps
 Executive Vice President, General Counsel and Secretary


v3.24.1.1.u2
Cover Document
Jun. 04, 2024
Cover Page [Abstract]  
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, par value $0.01 per share
Written Communications false
Entity Incorporation, State or Country Code DE
Document Type 8-K
Document Period End Date Jun. 04, 2024
Entity Registrant Name Element Solutions Inc
Entity File Number 001-36272
Entity Tax Identification Number 37-1744899
Entity Address, Address Line One 500 East Broward Boulevard,
Entity Address, Address Line Two Suite 1860
Entity Address, Postal Zip Code 33394
Entity Address, City or Town Fort Lauderdale,
Entity Address, State or Province FL
City Area Code 561
Local Phone Number 207-9600
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Trading Symbol ESI
Security Exchange Name NYSE
Entity Central Index Key 0001590714
Amendment Flag false
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