Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.70M
2: EX-4.2 Instrument Defining the Rights of Security Holders HTML 46K
4: EX-10.15 Material Contract HTML 108K
3: EX-10.4 Material Contract HTML 880K
5: EX-21.1 Subsidiaries List HTML 64K
6: EX-23.1 Consent of Expert or Counsel HTML 37K
7: EX-24.1 Power of Attorney HTML 42K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 41K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
16: R1 Cover HTML 103K
17: R2 Audit Information HTML 42K
18: R3 Consolidated Statements of Operations HTML 161K
19: R4 Consolidated Statements of Comprehensive Income HTML 96K
20: R5 Consolidated Statements of Comprehensive Income HTML 55K
(Parenthetical)
21: R6 Consolidated Balance Sheets HTML 173K
22: R7 Consolidated Balance Sheets (Parenthetical) HTML 48K
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(Parenthetical)
25: R10 Consolidated Statement of Changes in Stockholders? HTML 124K
Equity
26: R11 Consolidated Statement of Changes in Stockholders? HTML 39K
Equity (Parenthetical)
27: R12 Background and Basis of Presentation HTML 46K
28: R13 Summary of Significant Accounting Policies HTML 82K
29: R14 Recent Accounting Pronouncements HTML 50K
30: R15 Acquisitions HTML 71K
31: R16 Discontinued Operations HTML 66K
32: R17 Inventories HTML 46K
33: R18 Property, Plant And Equipment HTML 51K
34: R19 Goodwill And Intangible Assets HTML 84K
35: R20 Long-term Compensation Plans HTML 103K
36: R21 Pension, Post-Retirement and Post-Employment Plans HTML 264K
37: R22 Income Taxes HTML 143K
38: R23 Debt HTML 73K
39: R24 Financial Instruments HTML 77K
40: R25 Stockholders' Equity HTML 45K
41: R26 Accumulated Other Comprehensive (Loss) Income HTML 68K
42: R27 Earnings Per Share HTML 74K
43: R28 Leases HTML 70K
44: R29 Contingencies, Environmental and Legal Matters HTML 43K
45: R30 Related Party Transactions HTML 40K
46: R31 Restructuring HTML 49K
47: R32 Other (Expense) Income, Net HTML 49K
48: R33 Accrued Expenses And Other Current Liabilities HTML 49K
49: R34 Segment Information HTML 121K
50: R35 Valuation and Qualifying Accounts and Reserves HTML 60K
51: R36 Summary of Significant Accounting Policies HTML 138K
(Policies)
52: R37 Summary of Significant Accounting Policies HTML 56K
(Tables)
53: R38 Acquisitions (Tables) HTML 69K
54: R39 Discontinued Operations (Tables) HTML 70K
55: R40 Inventories (Tables) HTML 47K
56: R41 Property, Plant And Equipment (Tables) HTML 56K
57: R42 Goodwill And Intangible Assets (Tables) HTML 87K
58: R43 Long-term Compensation Plans (Tables) HTML 111K
59: R44 Pension, Post-Retirement and Post-Employment Plans HTML 285K
(Tables)
60: R45 Income Taxes (Tables) HTML 147K
61: R46 Debt (Tables) HTML 63K
62: R47 Financial Instruments (Tables) HTML 66K
63: R48 Accumulated Other Comprehensive (Loss) Income HTML 67K
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64: R49 Earnings Per Share (Tables) HTML 76K
65: R50 Leases (Tables) HTML 74K
66: R51 Restructuring (Tables) HTML 48K
67: R52 Other (Expense) Income, Net (Tables) HTML 49K
68: R53 Accrued Expenses And Other Current Liabilities HTML 49K
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69: R54 Segment Information (Tables) HTML 120K
70: R55 Background and Basis of Presentation (Details) HTML 41K
71: R56 Summary of Significant Accounting Policies - HTML 53K
Property, Plant and Equipment (Details)
72: R57 Summary of Significant Accounting Policies - HTML 44K
Goodwill (Details)
73: R58 Summary of Significant Accounting Policies - HTML 52K
Finite-Lived Intangible Assets (Details)
74: R59 Acquisitions - Narratives (Details) HTML 55K
75: R60 Acquisitions - Purchase Price Allocation (Details) HTML 81K
76: R61 Acquisitions - Schedule of Identifiable Intangible HTML 58K
Assets Recorded in Conjunction with Acquisitions
(Details)
77: R62 Discontinued Operations - Components Comprising HTML 70K
Net Income (Loss) from Discontinued Operations,
Net (Details)
78: R63 Discontinued Operations - Supplemental Cash Flow HTML 49K
Disclosure Information (Details)
79: R64 Inventories - Schedule of Major Components of HTML 47K
Inventory (Details)
80: R65 Property, Plant and Equipment - Major Components HTML 55K
of Property, Plant, and Equipment (Details)
81: R66 Property, Plant and Equipment - Additional HTML 44K
Information (Details)
82: R67 Goodwill And Intangible Assets - Changes in the HTML 51K
Carrying Amount of Goodwill (Details)
83: R68 Goodwill And Intangible Assets - Additional HTML 65K
Information (Details)
84: R69 Goodwill And Intangible Assets - Intangible Assets HTML 63K
Subject to Amortization (Details)
85: R70 Goodwill And Intangible Assets - Estimated Future HTML 48K
Amortization Expense (Details)
86: R71 Long-term Compensation Plans - Narrative (Details) HTML 112K
87: R72 Long-term Compensation Plans - Schedule of HTML 58K
Compensation Expense (Details)
88: R73 Long-term Compensation Plans - Activity in Payment HTML 92K
Awards (Details)
89: R74 Long-term Compensation Plans - Equity Classified HTML 46K
RSUs (Details)
90: R75 Long-term Compensation Plans - Schedule Equity HTML 56K
Classified Share Based Payment RSUs (Details)
91: R76 Long-term Compensation Plans - Stock Options HTML 44K
(Details)
92: R77 Long-term Compensation Plans - Stock Options HTML 49K
Valuation Assumptions (Details)
93: R78 Pension, Post-Retirement and Post-Employment Plans HTML 40K
- Narratives (Details)
94: R79 Pension, Post-Retirement and Post-Employment Plans HTML 62K
- Domestic Defined Benefit Pension Plan (Details)
95: R80 Pension, Post-Retirement and Post-Employment Plans HTML 41K
- Supplemental Executive Retirement Plans
(Details)
96: R81 Pension, Post-Retirement and Post-Employment Plans HTML 49K
- Foreign Pension Plans (Details)
97: R82 Pension, Post-Retirement and Post-Employment Plans HTML 56K
- Domestic Defined Benefit Post-Retirement Medical
and Dental Plan (Details)
98: R83 Pension, Post-Retirement and Post-Employment Plans HTML 70K
- Components of Net Periodic Benefit Cost
(Details)
99: R84 Pension, Post-Retirement and Post-Employment Plans HTML 56K
- Key Assumptions Used to Determine Net Periodic
Benefit Expense (Details)
100: R85 Pension, Post-Retirement and Post-Employment Plans HTML 139K
- Changes in Funded Status of Pension and SERP
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101: R86 Pension, Post-Retirement and Post-Employment Plans HTML 52K
- Key Assumptions Used to Determine Benefit
Obligations (Details)
102: R87 Pension, Post-Retirement and Post-Employment Plans HTML 58K
- Amounts Recognized in Balance Sheet and
Accumulated Other Comprehensive Income (Loss)
(Details)
103: R88 Pension, Post-Retirement and Post-Employment Plans HTML 64K
- Fair Value of Plan Assets by Asset Category
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104: R89 Pension, Post-Retirement and Post-Employment Plans HTML 67K
- Expected Future Benefit Payments (Details)
105: R90 Income Taxes - Income (Loss) Before Income Taxes HTML 47K
and Non-Controlling Interests (Details)
106: R91 Income Taxes - Income Tax Expense (Details) HTML 65K
107: R92 Income Taxes - Income Tax Expense Rate HTML 68K
Reconciliation (Details)
108: R93 Income Taxes - Additional Information (Details) HTML 78K
109: R94 Income Taxes - Components of Deferred Income Taxes HTML 79K
(Details)
110: R95 Income Taxes - Unrecognized Tax Benefits (Details) HTML 52K
111: R96 Debt - Schedule of Debt and Finance Lease HTML 72K
Obligations (Details)
112: R97 Debt - Minimum Future Payments on Long-term Debt HTML 58K
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113: R98 Debt - Credit Agreement (Details) HTML 57K
114: R99 Debt - Covenants, Events of Default and Provisions HTML 47K
(Details)
115: R100 Debt - Senior Notes (Details) HTML 41K
116: R101 Debt - Lines of Credit and Other Debt Facilities HTML 51K
(Details)
117: R102 Financial Instruments - Derivatives and Hedging HTML 69K
(Details)
118: R103 Financial Instruments - Schedule of Fair Value HTML 72K
Measurements (Details)
119: R104 Financial Instruments - Additional Information HTML 43K
(Details)
120: R105 Stockholders' Equity - Repurchase of Common Stock HTML 51K
(Details)
121: R106 Accumulated Other Comprehensive (Loss) Income - HTML 75K
Changes in Accumulated Other Comprehensive (Loss)
Income (Details)
122: R107 Earnings Per Share - Computation of Weighted HTML 80K
Average Shares Outstanding (Details)
123: R108 Earnings Per Share - Anti-dilutive Securities HTML 46K
(Details)
124: R109 Leases - Assets and Liabilities (Details) HTML 54K
125: R110 Leases - Additional Information (Details) HTML 39K
126: R111 Leases - Supplemental Cash Flow Information for HTML 47K
Operating Leases (Details)
127: R112 Leases - Maturities of Operating Lease Liabilities HTML 57K
(Details)
128: R113 Contingencies, Environmental and Legal Matters - HTML 39K
(Details)
129: R114 Related Party Transactions (Details) HTML 46K
130: R115 Restructuring (Details) HTML 46K
131: R116 Other (Expense) Income, Net (Details) HTML 45K
132: R117 Accrued Expenses And Other Current Liabilities HTML 54K
(Details)
133: R118 Segment Information - Additional Information HTML 39K
(Details)
134: R119 Segment Information - Financial Information HTML 65K
Regarding Each Reportable Segment (Details)
135: R120 Segment Information - Reconciliation of Adjusted HTML 88K
EBITDA to Net Loss (Details)
136: R121 Segment Information - Net Sales by Major Country HTML 51K
(Details)
137: R122 Segment Information - Long-lived Assets by HTML 47K
Geographic Area (Details)
138: R123 Valuation and Qualifying Accounts and Reserves HTML 50K
(Details)
141: XML IDEA XML File -- Filing Summary XML 267K
139: XML XBRL Instance -- esi-20211231_htm XML 4.02M
140: EXCEL IDEA Workbook of Financial Reports XLSX 170K
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‘EX-4.2’ — Instrument Defining the Rights of Security Holders
The following summary of certain material provisions of the common stock of Element Solutions Inc (“Element Solutions,”“we,”“our” and “us”) does not purport to be complete. You should refer to our certificate of incorporation, as amended, and amended and restated by-laws, which are
filed as Exhibits 3.1 and 3.2, respectively, to our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. The summary below is also qualified by reference to the provisions of the Delaware General Corporate Law ("DGCL"). We encourage you to read those organizational documents and the DGCL carefully.
General
The capital stock authorized by our certificate of incorporation, as amended, consists of 405,000,000 shares divided into (i) 400,000,000 shares, par value $0.01 per share, of common stock, and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share.
Common Stock
Voting. Each holder of our common stock will generally
be entitled to one vote for each share of common stock owned of record on all matters submitted to a vote of stockholders. Except as otherwise required by law, holders of common stock (as well as holders of any preferred stock entitled to vote with the common stockholders) will generally vote together as a single class on all matters presented to the stockholders for their vote or approval, including the election of directors. There will be no cumulative voting rights with respect to the election of directors or any other matters.
Dividends and distributions. Subject to applicable law and the rights, if any, of the holders of any series of preferred stock then outstanding, the holders of our common stock will have the right to receive dividends and distributions, whether payable in cash or otherwise, as may be declared from time to time by our Board of directors, from legally available funds.
Liquidation,
dissolution or winding up. Subject to applicable law and the rights, if any, of the holders of any series of preferred stock then outstanding, in the event of our liquidation, dissolution or winding-up, holders of our common stock will be entitled to share ratably in proportion to the number of shares of common stock held by them in the assets available for distribution after payment or reasonable provision for the payment of all creditors.
Redemption, conversion or preemptive rights. Holders of our common stock have no redemption rights, conversion rights or preemptive rights to purchase or subscribe for our securities.
Other provisions. There will be no redemption provisions or sinking fund provisions applicable to our common stock.
The rights, preferences, and privileges
of the holders of our common stock will be subject to, and may be adversely affected by, the rights, preferences and privileges of the holders of any series of our preferred stock.
Preferred Stock
Blank Check Preferred. Under our certificate of incorporation, as amended, our Board is authorized by resolution to create and issue one or more series of preferred stock, and, with respect to each series, to determine the number of shares constituting the series and the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, which may include dividend rights, conversion or exchange rights, voting rights, redemption rights and terms and liquidation preferences, without stockholder approval. Our Board
may therefore create and issue one or more series of preferred stock with voting and other rights that could adversely affect the voting power of the holders of our common stock and which could have certain anti-takeover
1
effects. Before we may issue any series of preferred stock, our Board will be required to adopt resolutions creating and designating such series of preferred stock.
Our certificate
of incorporation, as amended, and amended and restated by-laws contain several provisions, which could delay, defer or prevent a change of control from occurring. These provisions provide the following:
•our Board has the authority to issue preferred stock without stockholder approval with any rights or preferences the Board determines;
•special meetings of stockholders may only be called by our Board or our Chief Executive Officer; and
•there is no cumulative voting in the election of directors.
These and other provisions may have the effect of deferring hostile takeovers or delaying a change in control
or management.
Delaware Law Anti-Takeover Provision
As a Delaware corporation, we are subject to Section 203 of the DGCL which restricts certain "business combinations" with "interested stockholders" for three years following the date that a person becomes an interested stockholder unless: (1) the "business combination" or the transaction which caused the person or entity to become an interested stockholder is approved by the board prior to such business combination or transactions; (2) upon the completion of the transaction in which the person or entity becomes an "interested stockholder," such interested stockholder holds at least 85% of the voting stock of Element Solutions not including (x) shares held by officers and directors and (y) shares held by employee benefit plans under certain circumstances; or (3) at or after the person or entity becomes an
"interested stockholder," the “business combination” is approved by the board and holders of at least 66 2/3% of the outstanding voting stock, excluding shares held by such interested stockholder. A Delaware corporation may elect not to be governed by Section 203. Element Solutions has not made such an election.
Liability of Directors and Officers
As permitted by Section 102(b)(7) of the DGCL, our certificate of incorporation, as amended, provides that no director shall be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may be amended. This provision of our certificate
of incorporation, as amended, does not eliminate the directors’ fiduciary duties, and in appropriate circumstances, equitable remedies such as injunctive or other forms of nonmonetary relief, which will remain available under Delaware law. In addition, each director will be subject to liability for breach of the director’s duty of loyalty to us, including for actions leading to improper personal benefit to the director, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. This provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.
Our amended and restated by-laws also
provide that we shall indemnify and advance expenses to our officers and directors to the fullest extent permitted by applicable law as currently in effect or as the same may be amended.
Transfer Agent and Registrar
Computershare is the transfer agent and registrar for shares of our common stock.
Listing
Currently, our common stock is listed on the NYSE under the ticker symbol "ESI."
