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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2023 Annual Meeting (as defined below), the stockholders of Element Solutions Inc (the "Company") approved the adoption of the Element Solutions Inc 2024 Employee Stock Purchase Plan (the "2024 Plan"). Effective March 1, 2024, the 2024 Plan will replace the Company's 2014 Employee Stock Purchase Plan, which was previously approved by the Company's stockholders on June 12, 2014.
The material terms of the 2024 Plan were described in the Company's Proxy Statement (as defined below) under the caption "Proposal 3 — Approval of 2024 Employee Stock Purchase Plan," which description is incorporated herein by reference. This description does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 Plan, a copy of which appears on Appendix A to the Company's Proxy Statement and is filed herewith as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2023, the Company held its 2023 annual meeting of stockholders (the "2023 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 2023 Annual Meeting, as filed with the Securities and Exchange Commission on April 21, 2023 (the "Proxy Statement"). The Company's stockholders present at the meeting or by proxy represented 227,719,115 shares of common stock (or 94.32% of the 241,419,557 outstanding shares of common stock of the Company at April 10, 2023, the record date for the 2023 Annual Meeting). Set forth below are the final voting results for each of the proposals submitted to the Company's stockholders at the 2023 Annual Meeting.
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 2024 annual meeting of stockholders or until his or her respective successor is duly elected and qualified. The voting results were as follows:
Sir Martin E. Franklin
Ian G.H. Ashken
Elyse Napoli Filon
Christopher T. Fraser
Michael F. Goss
E. Stanley O'Neal
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:
Proposal 3 - Approval of 2024 Plan - The proposal to approve the Element Solutions Inc 2024 Employee Stock Purchase Plan, effective March 1, 2024, was approved and received the following votes:
Proposal 4 - Ratification of Auditors — The proposal for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023 was approved and received the following votes:
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed or furnished herewith: