Element Solutions Inc (ESI)
NYSE: ESI · Real-Time Price · USD
43.90
+1.63 (3.86%)
At close: May 8, 2026, 4:00 PM EDT
45.36
+1.46 (3.32%)
After-hours: May 8, 2026, 7:59 PM EDT
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AGM 2026
May 4, 2026
Good morning, ladies and gentlemen, and welcome to the 2026 Annual Meeting of Stockholders of Element Solutions Inc. Thank you for participating. I am Benjamin Gliklich, Chief Executive Officer of Element Solutions, and I will be presiding over this meeting today. We will present the proposals submitted by the board for stockholders' approval first and save all comments or questions for a Q&A session at the end of the meeting. The Q&A session will not exceed 15 minutes. A quorum is present. The stockholder list as of March 9, 2026 shows that holders of 243,595,391 shares of common stock of the company are entitled to vote at this meeting.
233,542,439 shares of common stock are represented at the meeting, either in person or by proxy, representing approximately 96% of all shares entitled to vote. Please note that all numbers provided at this meeting are preliminary numbers. A copy of the affidavit regarding the final number of shares represented at the meeting will be filed with the company's records of this meeting. Thank you. Based upon the total shares represented at this meeting, I declare a quorum is present, and the meeting may proceed. I will now present the proposals submitted by the board for stockholders' vote at this meeting. Voting will commence after all proposals have been presented. This year's proposals are as follows. Proposal number 1 is the election of seven directors.
As indicated in the proxy statement for this meeting, Sir Martin Franklin did not stand for re-election and will retire from the board at the expiration of his current term as of today. Directors elected today will hold office until the company's 2027 annual meeting of stockholders or until their successors are duly elected and qualified. The director nominees, as presented in the company's proxy statement for this meeting, are as follows: Benjamin Gliklich, Ian G. H. Ashken, Elyse Napoli Filon, Christopher Fraser, Michael Goss, E. Stanley O'Neal, Susan W. Sofronas. The company did not receive any stockholder notice relating to a director nomination. I declare the nominations for directors closed. The board of directors recommends a vote for the election of each of the nominees. Proposal number 2 is to approve the compensation of the company's named executive officers. This proposal is a non-binding advisory vote.
Executive compensation is presented in the company's proxy statement as required by the SEC's compensation disclosure rules. The board of directors recommends a vote for this proposal. The final proposal number 3, is the ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accountants for 2026. The board of directors recommends a vote for this proposal. As there is no further business on the agenda, we will now move on to voting. The polls are now open. As previously indicated, if you've already voted by telephone, internet, or mail, you do not need to vote again, and your shares will be voted accordingly. If you have not yet voted and wish to vote, you may do so by using the voting button on this online platform and following the instructions.
I now declare the polls closed on all of the proposals and ask that we tabulate all votes. Ms. Lind, as the inspector of election, has inspected the preliminary proxies and has tabulated the votes. Will the inspector of election please report the preliminary results of voting? The preliminary results based on the voting of shares represented by valid proxies on file and tabulated at the meeting this morning show that on proposal number 1, each of the director nominees received a number of shares voted for that exceeds the number of shares voted against, representing, in each case, more than a majority of the shares voted at the meeting. Based on these results, I declare that each director nominee has been elected as a director of the company to serve until the 2027 annual meeting of stockholders or until the election and qualification of their successors.
With respect to proposal number 2, which is the advisory vote on named executive officer compensation, approximately 41% of the votes were cast in favor of the proposal. Thank you. Management will evaluate the results of this advisory vote and related feedback received from the company's stockholders. With respect to proposal number 3, relating to the ratification of the appointment of the company's independent registered public accountants for 2026, more than 99% of the votes were cast in favor of ratifying the selection of PricewaterhouseCoopers. Based on these results, I declare that the appointment of PricewaterhouseCoopers for 2026 has been ratified. That concludes the report of preliminary voting. The final votes for all proposals will be included in a current report on Form 8-K to be filed by the company with the SEC within 4 business days after this meeting.
There being no further business to come before the meeting, the 2026 annual meeting of stockholders is now adjourned. I'd now like to entertain questions and comments from stockholders relevant to this meeting. Please refer to the rules of conduct for the meeting for information and rules related to submitting questions. If you believe a question posed at the meeting has not been properly answered, you may contact our investor relations team at ir@elementsolutionsinc.com after the meeting.