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 5, 2019
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elementlogoupdatedregrgb.jpg
Element Solutions Inc
________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware
001-36272
37-1744899
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
500 East Broward Boulevard, Suite 127
Fort Lauderdale, Florida
33394
(Address of principal executive offices)
(Zip Code)
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 o
 
 
 

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. o







Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 5, 2019, Element Solutions Inc ("Element Solutions") held its 2019 annual meeting of stockholders (the "2019 Annual Meeting"). The proposals submitted to a stockholder vote at the 2019 Annual Meeting are described in detail in the Definitive Proxy Statement of Element Solutions for the 2019 Annual Meeting, as filed with the Securities and Exchange Commission on April 25, 2019 (the "Proxy Statement"). Stockholders present in person or by proxy represented 217,837,424 shares of common stock (or approximately 86% of the outstanding shares of common stock of Element Solutions as of April 10, 2019, the record date for the 2019 Annual Meeting).
At the 2019 Annual Meeting, the stockholders of Element Solutions (i) elected the nine directors specifically named in the Proxy Statement, each for a term of one year, (ii) approved, on an advisory basis, the compensation paid by Element Solutions to its named executive officers in 2018, as disclosed in the Proxy Statement ("say-on-pay" vote), and (iii) ratified the appointment of PricewaterhouseCoopers LLP as Element Solutions' independent registered public accounting firm for the fiscal year ending December 31, 2019.
The final voting results regarding each proposal are set forth below:
Proposal 1 - Election of Directors: The stockholders of Element Solutions approved the election of the nine directors specifically named in the Proxy Statement, each of whom to serve until Element Solutions' 2020 annual meeting of stockholders or until his or her respective successor is duly elected and qualified. The individuals elected, as well as the number of votes cast for, votes cast against, abstentions and broker non-votes with respect to each of them are set forth below:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Martin E. Franklin
 
194,421,963
 
6,315,539
 
27,090
 
17,072,832
Benjamin Gliklich
 
198,499,115
 
2,254,047
 
11,430
 
17,072,832
Scot R. Benson
 
196,307,349
 
4,445,813
 
11,430
 
17,072,832
Ian G.H. Ashken
 
190,829,488
 
9,908,013
 
27,091
 
17,072,832
Christopher T. Fraser
 
200,589,722
 
163,436
 
11,434
 
17,072,832
Michael F. Goss
 
196,776,198
 
3,974,665
 
13,729
 
17,072,832
Nichelle Maynard-Elliott
 
199,864,401
 
887,927
 
12,264
 
17,072,832
E. Stanley O'Neal
 
196,688,332
 
4,026,280
 
49,980
 
17,072,832
Rakesh Sachdev
 
189,848,475
 
10,905,081
 
11,036
 
17,072,832
Proposal 2 - Say-on-Pay Vote: The stockholders of Element Solutions approved, on an advisory basis, the compensation paid by Element Solutions to its named executive officers in 2018 as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
141,383,544
 
57,085,040
 
2,296,008
 
17,072,832
Proposal 3 - Ratification of Auditors: The stockholders of Element Solutions ratified the appointment of PricewaterhouseCoopers LLP as Element Solutions' independent registered public accounting firm for the fiscal year ending December 31, 2019 as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
217,734,259
 
92,524
 
10,641
 
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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 7, 2019
 
/s/ John E. Capps
(Date)
 
John E. Capps
Executive Vice President, General Counsel and Secretary