Shareholders at Element Solutions (NYSE: ESI) vote down 2026 executive pay plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Element Solutions Inc reported the results of its 2026 annual meeting of stockholders. Holders of 233,554,750 shares of common stock, representing about 96% of the 243,595,391 shares outstanding as of March 9, 2026, were present in person or by proxy.
Stockholders elected eight director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
However, the advisory "say-on-pay" proposal to approve compensation of named executive officers did not pass, receiving 94,453,991 votes for and 133,467,914 votes against, with 2,139,708 abstentions and 3,493,137 broker non-votes.
Positive
- None.
Negative
- Advisory say-on-pay vote failed, with 133,467,914 votes against and 94,453,991 for, signaling significant shareholder dissatisfaction with named executive officer compensation.
Insights
Shareholders re-elected directors and auditor but rejected executive pay.
Element Solutions Inc stockholders elected eight directors and strongly ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, with 232,667,940 votes for and only 722,764 against. Meeting participation was high, with about 96% of eligible shares represented.
The notable outcome is the failed advisory say-on-pay vote: 94,453,991 votes supported executive compensation, while 133,467,914 opposed it. This indicates meaningful shareholder dissatisfaction with named executive officer pay practices, even though the vote is non-binding. The board will typically consider this feedback in future compensation decisions disclosed in subsequent filings.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares represented: 233,554,750 shares
Shares outstanding: 243,595,391 shares
Say-on-pay for votes: 94,453,991 votes
+4 more
7 metrics
Shares represented
233,554,750 shares
Present or by proxy at 2026 annual meeting
Shares outstanding
243,595,391 shares
Common stock outstanding as of March 9, 2026 record date
Say-on-pay for votes
94,453,991 votes
Advisory approval of named executive officer compensation
Say-on-pay against votes
133,467,914 votes
Advisory approval of named executive officer compensation
Auditor ratification for votes
232,667,940 votes
Ratification of PricewaterhouseCoopers LLP for 2026
Auditor ratification against votes
722,764 votes
Ratification of PricewaterhouseCoopers LLP for 2026
Director votes example
228,604,339 for
Votes for director nominee Benjamin Gliklich
Key Terms
say-on-pay, broker non-votes, independent registered public accounting firm, Definitive Proxy Statement, +1 more
5 terms
say-on-pay financial
"Proposal 2 - Say-on-Pay Vote — The proposal on the advisory resolution to approve the compensation"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes 94,453,991 | 133,467,914 | 2,139,708 | 3,493,137"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Definitive Proxy Statement regulatory
"described in detail in the Company's Definitive Proxy Statement for the 2026 Annual Meeting"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Section 13 or 15(d) of the Securities Exchange Act of 1934 regulatory
"Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934"
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): May 4, 2026
________________________________________________________
________________________________________________________
(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 May 4, 2026, Element Solutions Inc (the "Company") held its 2026 annual meeting of stockholders (the "2026 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 2026 Annual Meeting, as filed with the Securities and Exchange Commission on March 23, 2026 (the "Proxy Statement"). The Company's stockholders present at the meeting or by proxy represented 233,554,750 shares of common stock (or approximately 96% of the 243,595,391 outstanding shares of common stock of the Company at March 9, 2026, the record date for the 2026 Annual Meeting). Set forth below are the final voting results for each of the proposals submitted to the Company's stockholders at the 2026 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 2027 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 | ||||||||||||||||||||||
Benjamin Gliklich | 228,604,339 | 1,316,086 | 141,188 | 3,493,137 | ||||||||||||||||||||||
Ian G.H. Ashken | 189,081,771 | 40,830,374 | 149,468 | 3,493,137 | ||||||||||||||||||||||
Elyse Filon | 229,849,940 | 91,012 | 120,661 | 3,493,137 | ||||||||||||||||||||||
Christopher T. Fraser | 227,439,254 | 2,488,112 | 134,247 | 3,493,137 | ||||||||||||||||||||||
Michael F. Goss | 182,207,981 | 47,705,535 | 148,097 | 3,493,137 | ||||||||||||||||||||||
E. Stanley O'Neal | 216,537,343 | 13,374,662 | 149,608 | 3,493,137 | ||||||||||||||||||||||
| Susan W. Sofronas | 197,073,189 | 32,869,080 | 119,344 | 3,493,137 | ||||||||||||||||||||||
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 | |||||||||||||||||
| 94,453,991 | 133,467,914 | 2,139,708 | 3,493,137 | |||||||||||||||||
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 2026 received the following votes:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 232,667,940 | 722,764 | 154,046 | -- | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is 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) | ||||||||
| May 5, 2026 | /s/ Caroline S. Lind | |||||||
| (Date) | Caroline S. Lind | |||||||
| General Counsel and Secretary | ||||||||
FAQ
What did Element Solutions Inc (ESI) stockholders vote on at the 2026 annual meeting?
Stockholders voted on eight director elections, an advisory say-on-pay resolution on named executive officer compensation, and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026. These are core corporate governance and oversight items presented annually.
Were Element Solutions Inc (ESI) director nominees elected at the 2026 meeting?
Yes. Eight director nominees listed in the proxy statement were elected to serve until the 2027 annual meeting or until successors are elected and qualified. Each nominee, including Benjamin Gliklich and others, received more votes cast for than against in the election results table.