Element Solutions Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>Element Solutions Inc. has filed its Definitive Proxy Statement for the fiscal year ended December 31, 2023.</b>

AI Summary

Element Solutions Inc (ESI) filed a Proxy Statement (DEF 14A) with the SEC on April 19, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ended December 31, 2023. Filed as of date: April 19, 2024. Company SIC code: 2890 (Miscellaneous Chemical Products). Previous company name: Platform Specialty Products Corp (name changed October 31, 2013).

Why It Matters

For investors and stakeholders tracking Element Solutions Inc, this filing contains several important signals. This filing provides detailed information on executive compensation, board of directors, and other corporate governance matters, which are crucial for shareholders to make informed voting decisions. As a DEF 14A filing, it signifies the company is seeking shareholder approval for various proposals, likely including director elections and executive compensation plans.

Risk Assessment

Risk Level: low — Element Solutions Inc shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant operational updates that would inherently increase risk.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation, director nominees, and any proposals requiring their vote.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-04-19 — Filed As Of Date (Date the filing was made available)

Key Players & Entities

• Element Solutions Inc (company) — Filer name
• Platform Specialty Products Corp (company) — Former company name
• 2890 (category) — Standard Industrial Classification

FAQ

Industry Context

Element Solutions Inc. operates in the Miscellaneous Chemical Products industry (SIC 2890).

Regulatory Implications

As a DEF 14A filing, this document is subject to SEC regulations governing proxy solicitations and corporate disclosures.

What Investors Should Do

1. Review the detailed executive compensation breakdown for key management personnel.
2. Examine the biographies and independence of director nominees.
3. Understand the company's proposals and cast an informed vote.

Key Dates

• 2024-04-19: Filing Date — Definitive Proxy Statement (DEF 14A) filed.
• 2023-12-31: Fiscal Year End — The reporting period for the proxy statement.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. No prior filing details are provided in this extract for comparison.

Filing Documents

• esi-20240419.htm (DEF 14A) — 1478KB
• esi-20240419_g1.jpg (GRAPHIC) — 439KB
• esi-20240419_g10.jpg (GRAPHIC) — 1521KB
• esi-20240419_g11.jpg (GRAPHIC) — 869KB
• esi-20240419_g12.jpg (GRAPHIC) — 84KB
• esi-20240419_g13.jpg (GRAPHIC) — 77KB
• esi-20240419_g14.jpg (GRAPHIC) — 88KB
• esi-20240419_g15.jpg (GRAPHIC) — 78KB
• esi-20240419_g2.jpg (GRAPHIC) — 13KB
• esi-20240419_g3.jpg (GRAPHIC) — 11KB
• esi-20240419_g4.jpg (GRAPHIC) — 168KB
• esi-20240419_g5.jpg (GRAPHIC) — 3311KB
• esi-20240419_g6.jpg (GRAPHIC) — 3384KB
• esi-20240419_g7.jpg (GRAPHIC) — 393KB
• esi-20240419_g8.jpg (GRAPHIC) — 66KB
• esi-20240419_g9.jpg (GRAPHIC) — 4574KB
• 0001590714-24-000080.txt (&nbsp;) — 43140KB
• esi-20240419.xsd (EX-101.SCH) — 3KB
• esi-20240419_def.xml (EX-101.DEF) — 4KB
• esi-20240419_lab.xml (EX-101.LAB) — 5KB
• esi-20240419_pre.xml (EX-101.PRE) — 3KB
• esi-20240419_htm.xml (XML) — 116KB

EXECUTIVE COMPENSATION 24

EXECUTIVE COMPENSATION 24 COMPENSATION DISCUSSION AND ANALYSIS (see detailed table of contents on page 24 ) Report of the Compensation Committee 44 TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 44 2023 Summary Compensation Table 44 Grants of Plan-Based Awards in 2023 46 Outstanding Equity Awards at Year End 47 Option Exercises and Stock Vested in 2023 49 Termination and Change in Control Arrangements 50 Potential Payments upon Termination or Change in Control 50 Post-Employment Payments 51 2023 Pension Benefits 52 2023 Non-qualified Deferred Compensation 54 Equity Compensation Plan Information 54 Pay Ratio 54 Pay Versus Performance 55

SECURITY OWNERSHIP 59

SECURITY OWNERSHIP 59 PROPOSAL 2 - ADVISORY VOTE ON 2023 EXECUTIVE COMPENSATION 63 PROPOSAL 3 - APPROVAL OF 2024 INCENTIVE COMPENSATION PLAN 64 PROPOSAL 4 - RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 71 Report of the Audit Committee 71 Principal Accountant Fees and Services 72 Pre-Approval Policies and Procedures for Audit and Permissible Non-Audit Services 73 INFORMATION ABOUT THE MEETING AND VOTING 73 OTHER MATTERS 80 Stockholder Proposals 80 List of Stockholders Entitled to Vote at the 2024 Annual Meeting 81 Proxy Solicitation Costs 81 Communication with the Board of Directors 81 Available Information 82 APPENDIX A - ELEMENT SOLUTIONS INC 2024 INCENTIVE COMPENSATION PLAN 82 APPENDIX B - NON-GAAP DEFINITIONS AND RECONCILIATIONS 103 PROXY CARD 107 500 East Broward Boulevard, Suite 1860 Fort Lauderdale, Florida 33394 PROXY STATEMENT 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2024 The Board of Directors (or the "Board") of Element Solutions Inc ("Element Solutions," the "Company," "ESI," "our," "we" or "us") is soliciting your proxy to vote at the 2024 annual meeting of stockholders (the "2024 Annual Meeting"). In accordance with the SEC rules, we are providing stockholders with access to our proxy materials over the Internet, rather than in paper form, which reduces the environmental impact of the 2024 Annual Meeting and its related costs. \ PROPOSAL 1 Election of Directors The Board recommends a vote FOR each of the director nominees 75% independent Board (6 out of 8) Diverse set of backgrounds and skills relevant to the oversight of the Company Fully independent Board Committees Upon recommendation of the Nominating and Policies Committee, our Board has nominated for election at the 2024 Annual Meeting seven of the Company's eight current directors as well as one new director nominee, Susan W. Sofronas, who will bring a unique strat

View Full Filing

View this DEF 14A filing on SEC EDGAR