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 ofElement Solutions Inc (the "Company") onJune 15, 2020 (the "Retirement Date"). In connection withMr. Benson's retirement, the Company andMr. Benson , a named executive officer of the Company, have entered into a letter agreement and release (the "Letter Agreement") pursuant to whichMr. 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revocation period expiring onJune 23, 2020 (the "Effective Date"), after which, if the Letter Agreement has not been revoked,Mr.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 whichMr. Benson becomes eligible for Medicare, or (z) the date on whichMr. 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 toMr. Benson inFebruary 2018 , (y) performance-based restricted stock units granted toMr. Benson inFebruary 2018 (the "2018 PRSUs") andFebruary 2019 (the "2019 PRSUs"), in each case assuming a performance achievement level at target (i.e., 100%), and (z) stock options granted toMr. Benson inFebruary 2019 andFebruary 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 toMr. 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. OnJune 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 andExchange Commission onApril 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 ofApril 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 ofPricewaterhouseCoopers 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
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, datedJune 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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