---
schema_version: "secwatch.filing_event.v1"
accession: "0001590714-23-000060"
form_type: "8-K"
ticker: "ESI"
cik: "0001590714"
company_name: "Element Solutions Inc"
filed_at: "2023-06-07T23:59:59+00:00"
generated_at: "2026-06-14T05:49:03.975878+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Element Solutions say-on-pay fails; all directors elected, ESPP approved

## Summary
- Advisory say-on-pay vote failed with 122.25M against vs 100.65M for (54.8% against).
- Director Christopher T. Fraser received 84.8M against votes (38%); all eight nominees elected.
- 2024 Employee Stock Purchase Plan approved (222.8M for, 0.2M against), effective March 1, 2024.
- Ratification of PwC as auditor passed with 227.1M votes for.

## SEC filing metadata
- accession: 0001590714-23-000060
- form_type: 8-K
- ticker: ESI
- cik: 0001590714
- company_name: Element Solutions Inc
- filed_at: 2023-06-07T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1590714/000159071423000060/0001590714-23-000060-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1590714/000159071423000060/esi-20230606.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001590714-23-000060
- JSON: https://secwatch.observer/filing/0001590714-23-000060.json
- Plain text: https://secwatch.observer/filing/0001590714-23-000060.txt

## Key facts
- Shareholder Votes
  Element Solutions Inc shareholders rejected Say-on-Pay Vote at the 2023-06-06 meeting.
  - Proposal: say on pay
  - Outcome: failed
  - Meeting: 2023-06-06
  source text: 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 100,654,259 122,248,503 112,821 4,703,532
  evidence_url: https://www.sec.gov/Archives/edgar/data/1590714/000159071423000060/0001590714-23-000060-index.htm
- Shareholder Votes
  Element Solutions Inc shareholders approved Ratification of Auditors at the 2023-06-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: 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 2023 was approved and received the following votes: For Against Abstain Broker Non-Votes 227,118,423 517,628 83,064 --
  evidence_url: https://www.sec.gov/Archives/edgar/data/1590714/000159071423000060/0001590714-23-000060-index.htm
- Shareholder Votes
  Element Solutions Inc shareholders approved Approval of 2024 Plan at the 2023-06-06 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Proposal 3 - Approval of 2024 Plan - The proposal to approve the Element Solutions Inc 2024 Employee Stock Purchase Plan, effective March 1, 2024, was approved and received the following votes: For Against Abstain Broker Non-Votes 222,755,893 232,905 26,785 4,703,532
  evidence_url: https://www.sec.gov/Archives/edgar/data/1590714/000159071423000060/0001590714-23-000060-index.htm
- Shareholder Votes
  Element Solutions Inc shareholders approved Election of Directors at the 2023-06-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: 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 2024 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 218,112,532 4,854,877 48,174 4,703,532 Benjamin Gliklich 222,753,056 217,309 45,218 4,703,532 Ian G.H. Ashken 203,344,753 19,622,511 48,319 4,703,532 Elyse Napoli Filon 222,722,923 251,519 41,141 4,703,532 Christopher T. Fraser 138,173,408 84,757,177 84,998 4,703,532 Michael F. Goss 215,864,740 7,108,213 42,630 4,703,532 Nichelle Maynard-Elliott 221,187,708 1,742,779 85,096 4,703,532 E. Stanley O'Neal 218,469,328 4,497,405 48,850 4,703,532
  evidence_url: https://www.sec.gov/Archives/edgar/data/1590714/000159071423000060/0001590714-23-000060-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.