Element Solutions (NYSE: ESI) details 2026 board transition as Sir Martin Franklin retires

Rhea-AI Filing Summary

Element Solutions Inc announced a planned board leadership transition. Executive Chairman and director Sir Martin E. Franklin informed the Board on March 23, 2026 that he will not seek reelection and will retire from the Board at the end of his current term, as of the 2026 annual meeting of stockholders or May 4, 2026. The Board approved reducing its size from eight to seven directors effective May 4, 2026 and stated there was no disagreement between Sir Martin and the Company on any matter relating to operations, policies or practices.

The Company also announced that long‑time director Ian G.H. Ashken, a founding director since 2013 and Chair of the Nominating and Policies Committee, has been appointed Non‑Executive Chairman of the Board, effective as of the 2026 Annual Meeting. Sir Martin plans to remain a substantial shareholder and counselor to CEO Ben Gliklich. A press release with these details was issued on March 23, 2026 and filed as Exhibit 99.1.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001590714FALSE00015907142026-03-232026-03-23

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): March 23, 2026

________________________________________________________

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 S Pointe Drive,

Suite 200

33139

Miami Beach,

Florida

(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
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 ☐

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 23, 2026, Sir Martin E. Franklin, a member of the Board of Directors (the "Board") of Element Solutions Inc (the "Company") and currently Executive Chairman of the Board, has informed the Board of his decision not to seek reelection as a director and will retire from the Board at the expiration of his current term, as of the date of the Company’s 2026 annual meeting of stockholders or May 4, 2026. As a result of Sir Martin’s retirement, the Board has approved a reduction in the size of the Board from eight to seven directors, effective May 4, 2026. There was no disagreement between Sir Martin and the Company on any matter relating to its operations, policies or practices.

Item 8.01. Other Events.

On March 23, 2026, the Company issued a press release announcing the retirement of Sir Martin from the Board. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed and furnished herewith:

Exhibit Number						Description
99.1						Press release, dated March 23, 2026, relating to Sir Martin's retirement as a director of the Company
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)
March 23, 2026						/s/ Caroline S. Lind
(Date)						Caroline S. Lind
						General Counsel and Secretary

EXHIBIT 99.1

Element Solutions Inc Announces Board Leadership Transition

MIAMI, Fla., March 23, 2026 – Element Solutions Inc (NYSE:ESI)(“Element Solutions” or the “Company”), a global and diversified specialty chemicals technology company, today announced that Sir Martin E. Franklin, Executive Chairman of the Board, plans to step down from the Board and will not seek re-election at the upcoming 2026 Annual Meeting of Stockholders. Ian G.H. Ashken, a founding Board director since 2013 and Chair of the Board’s Nominating and Policies Committee, has been appointed Non-Executive Chairman of the Board, effective as of the 2026 Annual Meeting.

Sir Martin E. Franklin commented, “Element Solutions is in a great position and I have absolute faith in this management team and in my fellow directors to steward the Company’s future. I will remain an enthusiastic, substantial shareholder as well as a counselor to our CEO, Ben Gliklich, and his leadership team. Having partnered with Ben for more than 12 years, I have the utmost confidence in his ability to lead Element Solutions forward with vigor and thoughtfulness. As a founding director of the company, Ian has deep relationships with our management team and intimately understands this business, its challenges and opportunities. He is a natural next Chairman.”

Mr. Ashken commented, “I am looking forward to assuming the role of Chairman once Martin completes his service later this spring. He is an incredible partner and his leadership has been pivotal to the success of Element Solutions. I look forward to collaborating closely with the Board and our talented team as we continue to pursue our strategic initiatives to drive long-term value for shareholders."

About Element Solutions Inc

Element Solutions Inc is a leading specialty chemicals technology company whose businesses supply a broad range of solutions that enhance the performance of products people use every day. Developed in multi-step technological processes, these innovative solutions enable customers' manufacturing processes in several key industries, including consumer electronics, power electronics, semiconductor fabrication, communications and data storage infrastructure, automotive systems, industrial surface finishing, and offshore energy.

More information about the Company is available at www.elementsolutionsinc.com.

CONTACT:

Investor Relations Contact:

Varun Gokarn

Vice President, Strategy and Integration

Element Solutions Inc

1-203-952-0369

IR@elementsolutionsinc.com

Media Contact:

Scott Bisang / Ed Hammond / Tali Epstein

Collected Strategies

1-212-379-2072

esi@collectedstrategies.com

FAQ

What board change did Element Solutions Inc (ESI) announce in March 2026?

Element Solutions Inc announced that Executive Chairman Sir Martin E. Franklin will retire from the Board at the end of his current term in 2026. He will not seek reelection at the 2026 Annual Meeting of Stockholders, prompting a planned leadership transition.

When will Sir Martin E. Franklin retire from the Element Solutions (ESI) Board?

Sir Martin E. Franklin will retire from the Element Solutions Board at the expiration of his current term in 2026. The filing states this will be as of the Company’s 2026 annual meeting of stockholders or May 4, 2026, whichever applies.

Who will become Non-Executive Chairman of Element Solutions Inc (ESI)?

Ian G.H. Ashken has been appointed Non-Executive Chairman of the Element Solutions Board, effective as of the 2026 Annual Meeting. He is a founding director since 2013 and currently chairs the Board’s Nominating and Policies Committee, providing continuity in board leadership.

Did Element Solutions (ESI) report any disagreement with Sir Martin E. Franklin?

The company stated there was no disagreement between Sir Martin E. Franklin and Element Solutions on any matter relating to its operations, policies or practices. His decision not to seek reelection is presented as a planned retirement from the Board at term end.

How will Element Solutions Inc (ESI) Board size change after the 2026 meeting?

Following Sir Martin E. Franklin’s retirement, the Element Solutions Board will decrease from eight to seven directors. The Board approved this reduction, effective May 4, 2026, aligning the Board’s size with the planned leadership transition and director departure.

Will Sir Martin E. Franklin remain involved with Element Solutions Inc (ESI)?

Sir Martin E. Franklin stated he will remain an enthusiastic, substantial shareholder of Element Solutions. He also expects to continue as a counselor to CEO Ben Gliklich and the leadership team, offering ongoing guidance despite stepping down from the Board.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 7.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.9 KB