8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 7, 2022

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Element Solutions Inc

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(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code:   (561) 207-9600

Not Applicable

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(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:

Securities registered pursuant to Section 12(b) of the Act:

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).

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 7, 2022, Element Solutions Inc (the "Company") held its 2022 annual meeting of stockholders (the "2022 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 2022Annual Meeting, as filed with the Securities and Exchange Commission on April 22, 2022 (the "Proxy Statement"). Stockholders present at the virtual meeting or by proxy represented 235,078,331 shares of common stock (or 94.85% of the 247,833,829 outstanding shares of common stock of the Company at April 11, 2022, the record date for the 2022 Annual Meeting).

At the 2022 Annual Meeting, stockholders (i) elected all of the Company's nominees for director, (ii) approved, on an advisory basis, the compensation of the Company's named executive officers in 2021 ("say-on-pay" vote), (iii) approved, on an advisory basis, the frequency of one year for future say-on-pay votes ("say-on-when" vote), and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022.

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 2023 annual meeting of stockholders or until his or her respective successor is duly elected and qualified. The voting results were as follows:

Proposal 2 - Say-on-Pay Vote: The proposal on the advisory resolution to approve the compensation of the Company's named executive officers in 2021 as described in the Proxy Statement received the vote of 98.64% of the votes cast by stockholders entitled to vote. The voting results were as follows:

Proposal 3 - Say-on-When Vote: The proposal on the advisory resolution to approve the frequency of "1 Year" for future say-on-pay votes received the vote of 93.88% of the votes cast by stockholders entitled to vote.

Based on the foregoing vote, the Company will continue its existing policy of including a non-binding advisory vote on executive compensation in its proxy materials every year until the next required say-on-when stockholder vote.

The detail of the voting results was as follows:

Proposal 4 - Ratification of Auditors: The proposal on ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022 was approved by 99.76% of the votes cast by stockholders entitled to vote. The voting results were as follows:

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.