Element Solutions Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ESI
Major Chemicals
Industrials
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 3, 2025
________________________________________________________
________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (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 class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2025, Element Solutions Inc (the "Company") held its 2025 annual meeting of stockholders (the "2025 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 2025 Annual Meeting, as filed with the Securities and Exchange Commission on April 18, 2025 (the "Proxy Statement"). The Company's stockholders present at the meeting or by proxy represented 226,200,205 shares of common stock (or 93.27% of the 242,504,073 outstanding shares of common stock of the Company at April 7, 2025, the record date for the 2025 Annual Meeting). Set forth below are the final voting results for each of the proposals submitted to the Company's stockholders at the 2025 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 2026 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 | 183,947,034 | 36,118,466 | 218,212 | 5,916,493 | ||||||||||||||||||||||
Benjamin Gliklich | 217,563,131 | 2,502,286 | 218,295 | 5,916,493 | ||||||||||||||||||||||
Ian G.H. Ashken | 193,586,254 | 26,464,996 | 232,462 | 5,916,493 | ||||||||||||||||||||||
Elyse Napoli Filon | 220,013,186 | 38,772 | 231,754 | 5,916,493 | ||||||||||||||||||||||
Christopher T. Fraser | 214,873,855 | 5,177,850 | 232,007 | 5,916,493 | ||||||||||||||||||||||
Michael F. Goss | 164,136,005 | 55,915,196 | 232,511 | 5,916,493 | ||||||||||||||||||||||
E. Stanley O'Neal | 205,798,719 | 14,204,657 | 280,336 | 5,916,493 | ||||||||||||||||||||||
| Susan W. Sofronas | 215,304,854 | 4,747,654 | 231,204 | 5,916,493 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 206,658,172 | 13,358,695 | 266,845 | 5,916,493 | |||||||||||||||||
Proposal 3 - Ratification of Auditors — The proposal for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2025 received the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 225,224,847 | 744,408 | 230,950 | -- | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed or furnished herewith:
| Exhibit Number | Description | |||||||
| 104 | Cover 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, 2025 | /s/ John E. Capps | |||||||
| (Date) | John E. Capps | |||||||
| Executive Vice President, General Counsel and Secretary | ||||||||