Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Retirement Arrangements with Former President and Chief Operating Officer
As previously announced, Scot R. Benson retired as President and Chief Operating
Officer of Element Solutions Inc (the "Company") on June 15, 2020 (the
"Retirement Date"). In connection with Mr. Benson's retirement, the Company and
Mr. Benson, a named executive officer of the Company, have entered into a
  letter agreement and release   (the "Letter Agreement") pursuant to which Mr.
Benson agreed to a customary release and restrictive covenants, including
non-competition and non-solicitation obligations as well as confidentiality
provisions.
The Letter Agreement becomes effective after a seven-day revocation period
expiring on June 23, 2020 (the "Effective Date"), after which, if the Letter
Agreement has not been revoked, Mr. Benson will be entitled to receive, among
other things: (i) regular payroll payments over a period of 24 months at his
base salary in effect on the Retirement Date, less applicable withholdings,
deductions and offsets, if any; (ii) continuation of coverage under the
Company's medical and dental insurance plans at rates applicable to active
employees until the earlier of (x) 18 months after the Retirement Date, (y) the
date on which Mr. Benson becomes eligible for Medicare, or (z) the date on which
Mr. Benson becomes eligible for coverage of a new employer; and (iii) the
acceleration of vesting, within 60 days after the Effective Date as determined
by the Company's Compensation Committee, of the outstanding (x) time-based
restricted stock units granted to Mr. Benson in February 2018, (y)
performance-based restricted stock units granted to Mr. Benson in February 2018
(the "2018 PRSUs") and February 2019 (the "2019 PRSUs"), in each case assuming a
performance achievement level at target (i.e., 100%), and (z) stock options
granted to Mr. Benson in February 2019 and February 2020. Mr. Benson's
performance-based restricted stock units granted in 2020 (the "2020 PRSUs") were
not vested, but were allowed to remain outstanding and eligible to vest, if at
all, according to their original performance targets within the performance
period set forth therein, provided that (i) in the event performance-based
restricted stock units awarded to other employees of the Company with vesting
terms comparable to the 2018 PRSUs (the "2018 Award") and/or 2019 PRSUs (the
"2019 Award"), as applicable, do not vest in full (i.e. at the 100% level) on
their vesting dates, the number of shares from the 2018 PRSUs and/or 2019 PRSUs
that would not otherwise have vested but for the Letter Agreement will be
deducted from the 2020 PRSUs, and (ii) if either of the 2018 Award or the 2019
Award vests at greater than the 100% level and the other award (i.e., the 2018
Award or the 2019 Award, as applicable) does not vest in full (i.e., at the 100%
level), then the number of shares vested above the 100% level from the
applicable award will be offset against the number of shares that did not vest
or vested below the 100% level from the other award before determining the
number of shares to be deducted from the vesting of the 2020 PRSUs pursuant to
(i) immediately above.
All other equity grants to Mr. Benson that remained unvested on the Retirement
Date were terminated and became null and void on the Retirement Date.

A copy of the Letter Agreement is filed with this Current Report on Form 8-K as


  Exhibit 10.1   and is incorporated herein by reference. The foregoing summary
of the Letter Agreement is not intended to be complete and is qualified in its
entirety by reference to the text of the Letter Agreement.


Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 16, 2020, the Company held its 2020 annual meeting of stockholders (the
"2020 Annual Meeting"). The proposals submitted to a stockholder vote at the
2020 Annual Meeting are described in detail in the Company's   Definitive Proxy
Statement for the 2020 Annual Meeting  , as filed with the Securities and
Exchange Commission on April 29, 2020 (the "Proxy Statement"). Stockholders
present at the virtual meeting or by proxy represented 216,762,823 shares of
common stock (or approximately 87% of the outstanding shares of common stock of
the Company as of April 20, 2020, the record date for the 2020 Annual Meeting).
At the 2020 Annual Meeting, stockholders elected all of the Company's nominees
for director, approved the compensation of the Company's named executive
officers in 2019 ("say-on-pay" vote), and ratified the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered public
accounting firm for 2020.
The final voting results regarding each proposal are set forth below:
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 2021 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
Sir Martin E. Franklin         198,225,504       9,227,106        46,086            9,264,127
Benjamin Gliklich              204,844,213       2,607,107        47,376            9,264,127
Scot R. Benson                 190,860,447       16,576,634       61,615            9,264,127
Ian G.H. Ashken                171,035,008       36,215,714       247,974           9,264,127
Christopher T. Fraser          206,251,047       1,173,543        74,106            9,264,127
Michael F. Goss                204,916,059       2,508,534        74,103            9,264,127
Nichelle Maynard-Elliott       177,869,741       29,554,898       74,057            9,264,127
E. Stanley O'Neal              127,069,520       80,355,032       74,144            9,264,127


Proposal 2 - Say-on-Pay Vote: The proposal on the advisory resolution to approve
the compensation of the Company's named executive officers in 2019 as described
in the Proxy Statement received the vote of a majority of the votes cast by
stockholders entitled to vote. The voting results were as follows:
     For             Against         Abstain        Broker Non-Votes
 104,571,324       102,837,216       90,156            9,264,127

Proposal 3 - Ratification of Auditors: The proposal on ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020 was approved by a majority of the votes cast by stockholders entitled to vote. The voting results were as follows:


     For            Against        Abstain        Broker Non-Votes
 216,709,110        47,475          6,238                --

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed or furnished herewith: Exhibit Number

           Description
10.1                       Letter Agreement, dated June 15, 2020, by and

between the Company and Scot

R. Benson
104                      Cover Page Interactive Data File (formatted as

Inline XBRL)(furnished only)

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