esi-20260323
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 23, 2026
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Element Solutions Inc
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(Exact name of registrant as specified in its charter)
| Delaware | 001-36272 | 37-1744899 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 500 S Pointe Drive, | Suite 200 | 33139 | ||||||||||||
| Miami Beach, | Florida | (Zip Code) | ||||||||||||
| (Address of principal executive offices) | ||||||||||||||
Registrant's telephone number, including area code: (561) 207-9600
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.01 per share | ESI | New York Stock Exchange | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
| Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 23, 2026, Sir Martin E. Franklin, a member of the Board of Directors (the "Board") of Element Solutions Inc (the "Company") and currently Executive Chairman of the Board, has informed the Board of his decision not to seek reelection as a director and will retire from the Board at the expiration of his current term, as of the date of the Company’s 2026 annual meeting of stockholders or May 4, 2026. As a result of Sir Martin’s retirement, the Board has approved a reduction in the size of the Board from eight to seven directors, effective May 4, 2026. There was no disagreement between Sir Martin and the Company on any matter relating to its operations, policies or practices.
Item 8.01. Other Events.
On March 23, 2026, the Company issued a press release announcing the retirement of Sir Martin from the Board. A copy of the press release is filed hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed and furnished herewith:
| Exhibit Number | Description | |||||||
| 99.1 | Press release, dated March 23, 2026, relating to Sir Martin's retirement as a director of the Company | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL)(furnished only) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ELEMENT SOLUTIONS INC | ||||||||
| (Registrant) | ||||||||
| March 23, 2026 | /s/ Caroline S. Lind | |||||||
| (Date) | Caroline S. Lind | |||||||
| General Counsel and Secretary | ||||||||