(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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, par value $0.01 per share
ESI
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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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 5.07. Submission of Matters to a Vote of Security Holders.
On June 8, 2021, Element Solutions Inc (the "Company") held its 2021 annual meeting of stockholders (the "2021 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 2021 Annual Meeting, as filed with the Securities and Exchange Commission on April 28, 2021 (the "Proxy Statement"). Stockholders present at the virtual meeting or by proxy represented 222,899,335 shares of common stock (or 90% of the outstanding shares of common stock of the Company as of April 12, 2021, the record date for the 2021 Annual Meeting).
At the 2021 Annual Meeting, stockholders elected all of the Company's nominees for director, approved the compensation of the Company's named executive officers in 2020 ("say-on-pay" vote), and ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2021.
The final voting results regarding each proposal are set forth below:
Proposal 1 - Election of Directors: The stockholders entitled to vote approved the election of each of the eight director nominees set forth in the Proxy Statement, each of whom to serve until the Company's 2022 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
198,125,945
16,939,140
10,079
7,824,171
Benjamin Gliklich
214,927,267
139,111
8,786
7,824,171
Ian G.H. Ashken
203,484,181
11,582,844
8,139
7,824,171
Elyse Napoli Filon
214,946,430
118,559
10,175
7,824,171
Christopher T. Fraser
145,428,445
69,638,581
8,138
7,824,171
Michael F. Goss
212,943,531
2,123,464
8,169
7,824,171
Nichelle Maynard-Elliott
211,514,593
3,551,637
8,934
7,824,171
E. Stanley O'Neal
213,238,199
1,828,796
8,169
7,824,171
Proposal 2 - Say-on-Pay Vote: The proposal on the advisory resolution to approve the compensation of the Company's named executive officers in 2020 as described in the Proxy Statement received the vote of approximately 84% of the votes cast by stockholders entitled to vote. The voting results were as follows:
For
Against
Abstain
Broker Non-Votes
180,306,370
34,600,531
168,263
7,824,171
Proposal 3 - Ratification of Auditors: The proposal on ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2021 was approved by a majority of the votes cast by stockholders entitled to vote. The voting results were as follows:
For
Against
Abstain
Broker Non-Votes
221,754,423
1,126,965
17,947
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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 9, 2021
/s/ John E. Capps
(Date)
John E. Capps
Executive Vice President, General Counsel and Secretary
