¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý	No fee required.

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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A:

We have made these materials available to you on the Internet or, upon your request, have delivered printed versions of these materials to you by mail, in connection with the solicitation by the Board of Directors of proxies to be voted at the 2019 Annual Meeting, or at any adjournments or postponements thereof. You are receiving these materials because you were an Element Solutions stockholder as of the close of business on April 10, 2019, the Record Date. These materials provide notice of the 2019 Annual Meeting, describe the proposals presented for stockholder action and include information required to be disclosed to stockholders.

A:	The proxy materials include:

A:

The Notice of Internet Availability provides you with instructions regarding how to use the Internet to view our proxy materials for the 2019 Annual Meeting. This Proxy Statement and our 2018 Annual Report are available on the website www.proxyvote.com. If you hold your shares in "street name," you may be able to elect to receive future proxy statements and annual reports electronically. For information regarding electronic delivery you should contact your broker, bank or other nominee. Stockholders requesting electronic delivery may incur costs, such as telephone and Internet access charges, that must be borne by the stockholder.

A:

We are required to have a quorum of stockholders present for all items of business to be voted at the 2019 Annual Meeting. The presence at the meeting, in person or by proxy, of the holders of a majority in voting power of the Company's shares of common stock outstanding and entitled to vote on the Record Date will constitute a quorum, permitting us to conduct the 2019 Annual Meeting. Proxies received but marked as abstentions, if any, and broker non-votes (described below) will be included in the calculation of the number of shares considered to be present at the 2019 Annual Meeting for quorum purposes. If we do not have a quorum, then the person presiding over the 2019 Annual Meeting or the stockholders present at the 2019 Annual Meeting may, by a majority of voting power thereof, adjourn the meeting, as authorized by the Company's amended and restated by-laws (the "Amended and Restated By-Laws"), until a quorum is present.

A:	You may vote all of the shares of common stock that you owned as of the Record Date, which is the close of business on April 10, 2019. You may cast one vote for each share of common stock held by you on the Record Date on all items of business presented at the 2019 Annual Meeting. These shares include shares that are:

•	held directly in your name as the stockholder of record; and

•	held for you as the beneficial owner through a broker, bank or other nominee.

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A:

Stockholder of Record: If your shares of common stock are registered directly in your name with the Company's transfer agent, Computershare, you are considered, with respect to those shares, the "stockholder of record," and the Notice of Internet Availability was sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to certain officers of Element Solutions or to vote in person at the 2019 Annual Meeting.

•	In person. You may vote in person at the 2019 Annual Meeting by requesting a ballot when you arrive. You must bring valid picture identification, such as a driver’s license or passport, and may be requested to provide proof of stock ownership as of the Record Date.

•	Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in your Notice of Internet Availability. Instructions on Internet voting are provided in the Notice of Internet Availability.

•	By Telephone. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by calling the toll free number found on the proxy card.

•	By Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided.

•	In person. You must obtain a "legal proxy" from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in "street name" at the 2019 Annual Meeting. Please contact your nominee for instructions regarding how to obtain a legal proxy.

•	Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and entering the control number found in your Notice of Internet Availability. Instructions on Internet voting are provided in the Notice of Internet Availability. The availability of Internet voting may depend on the voting process of the organization that holds your shares.

•	By Telephone. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll free number found on the proxy card. The availability of telephone voting may depend on the voting process of the organization that holds your shares.

•	By Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card or a voting instruction form and you may vote by proxy by filling out the proxy card or voting instruction form and returning it in the envelope provided.

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Q:	What if I lose the Notice of Internet Availability or other communication from my broker, bank or other nominee containing my control number prior to voting?

A:

If you are a stockholder of record, you may obtain another Notice of Internet Availability containing your control number by writing to the Secretary of Element Solutions at Element Solutions Inc, 500 East Broward Boulevard, Suite 127, Fort Lauderdale, Florida 33394, or calling our Investor Relations at (501) 406-8465. If your shares of common stock are held in "street name" for you through a broker, bank or other nominee, you must contact that nominee and request to obtain another notice from them.

A:	There are three proposals scheduled to be voted on at the 2019 Annual Meeting:

•	Proposal 1 - Election of nine directors specifically named in this Proxy Statement, each of them for a term of one year until the 2020 annual meeting of stockholders or until their successors are elected and qualified;

•

Proposal 2 - Approval, on an advisory basis, of the compensation paid by Element Solutions to its Named Executive Officers (as defined in "COMPENSATION DISCUSSION AND ANALYSIS"), as such information is disclosed in the Compensation Discussion and Analysis section, the executive compensation tables and the accompanying narrative disclosure beginning on page 27 of this Proxy Statement ("say-on-pay vote"); and

•	Proposal 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Element Solutions for 2019.

•	Proposal 1 - "FOR" each of the director nominees named in this Proxy Statement for election to the Board;

•	Proposal 2 - "FOR" the approval, on an advisory basis, of the compensation of our Named Executive Officers; and

•	Proposal 3 - "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019.

A:

Our Amended and Restated By-Laws provide that items of business may be brought before the 2019 Annual Meeting only (i) pursuant to the Notice of Annual Meeting of Stockholders (or any supplement thereto) included in this Proxy Statement, (ii) by or at the direction of the Board of Directors, or (iii) by a stockholder of Element Solutions who was a stockholder of Element Solutions at the time proper notice of such business is delivered to the Secretary of Element Solutions in accordance with the procedures set forth in our Amended and Restated By-Laws. Other than the three items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the 2019 Annual Meeting as of the date of this Proxy Statement. If you grant a proxy, the persons named as proxy holders will have the discretion to vote your shares on any additional

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A:

Yes. Element Solutions encourages stockholder participation in corporate governance by ensuring the confidentiality of stockholder votes. Element Solutions has designated Broadridge Investor Communication Solutions, Inc. ("Broadridge") to receive and tabulate stockholder votes. Your vote on any particular proposal will be kept confidential and will not be disclosed to Element Solutions or any of its officers or employees, except where (i) disclosure is required by applicable law, (ii) disclosure of your vote is expressly requested by you, or (iii) Element Solutions concludes in good faith that a bona fide dispute exists as to the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation of such proxies, ballots or votes. However, aggregate vote totals will be disclosed to Element Solutions from time to time and preliminary voting results will be publicly announced at the 2019 Annual Meeting.

A:	The table below sets forth the vote required for approval of each proposal described in this Proxy Statement, assuming a quorum is present:

Q:	If I am an employee holding shares pursuant to the Company's Employee Stock Purchase Plan, how will my shares be voted?

A:

Employees holding shares of common stock of the Company acquired through our employee stock purchase plan will receive an email including voting instructions or a voting instruction card from Broadridge covering all shares credited to their share account at Charles Schwab under Schwab Stock Plan Services, the plan record keeper, as of the Record Date. The email or voting instruction cards may have an earlier return date than proxy cards.

Q:	How do I vote my shares held through the Company's Employee Savings and 401(K) Plan?

A:	Employees holding shares of common stock of the Company acquired through our 401(k) plan will be able to vote any shares included in their brokerage accounts as of the Record Date in accordance with the voting instructions that will be provided by the Schwab Stock Plan Services of Charles Schwab, the bank nominee where such brokerage accounts were opened.

Q:	What happens if I do not give specific voting instructions?

A:

Stockholder of Record. If you are a stockholder of record and you submit a signed proxy card or submit your proxy by telephone or the Internet but do not specify how you want to vote your shares on a particular proposal, then the proxy holders will vote your shares in accordance with the recommendations of the Board of Directors on all matters presented in this Proxy Statement. With respect to any other matters properly presented for a vote at the 2019 Annual Meeting, the proxy holders will vote your shares in accordance with their best judgment.

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Q:	Which proposals are considered "routine" or "non-routine"?

A:

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019 (Proposal 3) is a matter considered "routine" under applicable rules. A broker or other nominee may generally vote on routine matters, which means that it can exercise discretion and vote your shares absent your instructions. Therefore no broker non-votes are expected to exist in connection with Proposal 3.

Q:	What is the impact of broker non-votes and abstentions on the proposals being presented at the meeting?

A:	The table below sets forth the impact of a broker non-vote and an abstention with respect to each proposal described in this Proxy Statement, assuming a quorum is present:

A:

Yes. You may revoke your proxy card at any time before its exercise by (i) delivering to the Secretary of Element Solutions a revocation of proxy at the address indicated below, (ii) executing a new proxy bearing a later date, or (iii) voting in person at the 2019 Annual Meeting. If you are a beneficial owner, you must contact your broker, bank or other nominee to change your vote or obtain a proxy to vote your shares if you wish to cast your vote in person at the 2019 Annual Meeting.

A:

Only stockholders and our invited guests are invited to attend the 2019 Annual Meeting. To gain admittance, you must bring a form of personal identification to the 2019 Annual Meeting, where your name will be verified against our stockholder list. If a broker, bank or other nominee holds your shares and you plan to attend the 2019 Annual Meeting, you should bring a recent brokerage statement showing the ownership of your shares as of the Record Date, a letter from such broker, bank or nominee confirming such ownership and a form of personal identification.

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A:	No. Delaware General Corporation Law does not provide for dissenter’s rights in connection with the matters being voted on at the 2019 Annual Meeting.

Q:	What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple Notices of Internet Availability or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate Notice of Internet Availability or voting instruction card for each brokerage account in which you hold shares in "street name." If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one Notice of Internet Availability. Please vote the shares represented by each Notice of Internet Availability or voting instruction card you receive.

A:

For those stockholders that have elected to continue to receive printed copies of the proxy materials, the SEC permits delivery of a single annual report to shareholders and proxy statement to any household at which two or more shareholders reside, who are believed to be members of the same family. The procedure, referred to as "householding," reduces the volume of duplicate information stockholders receive and expense to the Company. We have not implemented householding with respect to our stockholders of record; however, a number of brokerage firms have instituted householding, which may impact certain beneficial owners (i.e., "street name" stockholders). If your family has multiple accounts by which a broker holds your shares of common stock in "street name," you may have previously received a householding information notification from your broker. Please contact your broker directly if you have any questions, require additional copies of this Proxy Statement or our 2018 Annual Report, or wish to revoke your decision to household, and thereby receive multiple reports.

A:	We will announce the preliminary voting results for the proposals voted upon at the 2019 Annual Meeting and publish final detailed voting results in a Current Report on Form 8-K filed with the SEC within four business days after the 2019 Annual Meeting.

Q:	Who should I call with other questions?

A:	If you need assistance voting your shares, please contact our Investor Relations at (561) 406-8465. If you have additional questions about this Proxy Statement or the 2019 Annual Meeting or would like to receive additional copies of this Proxy Statement and/or our 2018 Annual Report, please contact:

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•	director independence;

•	director qualifications and responsibilities;

•	mandatory retirement age for independent directors at 70;

•	Board structure and meetings;

•	management succession; and

•	the performance evaluation of the Board and the Company's CEO.

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•	overseeing our accounting and the financial reporting processes;

•	appointing and overseeing the audit of our independent registered public accounting firm (including resolution of disagreements between management and our independent auditor);

•	pre-approving all auditing services and permitted non-auditing services to be performed for us by our independent auditor and approving the fees associated with such services;

•	reviewing interim and year-end financial statements with management and our independent auditors;

•	overseeing our internal audit function, reviewing any significant reports to management arising from such internal audit function and reporting to the Board of Directors;

•	reviewing complaints under and compliance with the Company’s corporate governance guidelines, in particular regarding questionable accounting, internal accounting controls or auditing matters;

•	overseeing the Company's policies and procedures with respect to risk assessment and risk management; and

•	reviewing and approving all related-party transactions required to be disclosed under Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act").

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•	meets the independence requirements of the NYSE corporate governance listing standards;

•	meets the enhanced independence standards for audit committee members required by the SEC; and

•	is financially literate, knowledgeable and qualified to review financial statements.

•	assisting the Board in developing and evaluating potential candidates for executive positions and overseeing the development of any executive succession plans;

•	reviewing and making recommendations to the Board with respect to CEO compensation and CEO corporate goals and objectives;

•	making recommendations to the Board with respect to compensation of other executive officers and providing oversight of management’s decisions concerning the performance and compensation of such executive officers;

•	reviewing on a periodic basis compensation and benefits paid to directors;

•	reviewing our incentive compensation and other stock-based plans and recommending changes in such plans to our Board as needed to assure the effective representation of the Company's stockholders; and

•	preparing a Compensation Committee report on executive compensation required by the SEC to be included the Company's annual proxy statements.

•	meets the independence requirements of the NYSE corporate governance listing standards;

•	meets the enhanced independence standards for compensation committee members required by the NYSE and the SEC; and

•	to the extent applicable, is an "outside director" pursuant to the criteria established by the Internal Revenue Service ("IRS").

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•	leading the search for individuals qualified to become members of the Board of Directors and selecting director nominees to be presented for stockholder approval at our annual meetings;

•	reviewing the Committees structure and recommending to the Board of Directors for approval directors to serve as members of each Committee;

•	reviewing corporate governance guidelines on a periodic basis and recommending changes to the Board as necessary;

•	overseeing any self-evaluations of the Board and its Committees;

•	reviewing director nominations submitted by stockholders, if any; and

•	assuring the effective representation of the Company's stockholders.

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(1)	Certain non-executive directors are granted annually a number of RSUs with an approximate value equal to $100,000 at the grant date. These RSUs are typically granted on the date of the Company's annual meeting of stockholders and vest on the earlier of the one-year anniversary of the grant date and the date of the next annual meeting of stockholders.

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(1)

On January 31, 2019, Rakesh Sachdev retired as the Company's CEO and Benjamin Gliklich was appointed as his replacement. Mr. Sachdev continues to serve as a director of the Company. In 2018, as an employee of the Company, Mr. Sachdev did not receive compensation for his services as a director and is not included in this table. His 2018 compensation as an employee of the Company is shown in the 2018 Summary Compensation Table below. At the time of his appointment as CEO, Mr. Gliklich was appointed as a member of the Board, effective January 31, 2019. Scot R. Benson, the COO of the Company, was also appointed as a member of the Board in April 2019. As employees of the Company, they also do not receive compensation for their services as directors.

(2)	Mr. Berggruen had elected to waive all compensation for his services as a director in 2018. Mr. Berggruen retired from the Board on June 25, 2018. There was no disagreement between Mr. Berggruen and the Company on any matter relating to the Company's operations, policies or practices.

(3)	Mr. Fraser was appointed as a member of the Board in April 2019.

(4)	Mr. Israel had elected to waive all compensation for his services as a director in 2018. Mr. Israel, a partner at Pershing Square Capital Management, L.P., retired from the Board on February 4, 2019, following the repurchase by the Company from Pershing Square Capital Management, L.P. of 37 million shares of common stock.

(5)	The Board appointed Ms. Maynard-Elliott as a director of the Company, effective August 15, 2018. The amount in the "Fee Earned or Paid in Cash" column represents a prorated amount based on her partial year of service.

(6)	The amounts shown in the "Fees Earned or Paid in Cash" column include the annual non-executive director fee and additional Committee and Committee Chairman fees for all directors, as applicable, as described above.

(7)

The amounts in the "Stock Awards" column reflect the aggregate grant date fair value of RSUs granted to directors in 2018 computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the 2018 grants, refer to Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2018 Annual Report. The amounts reflect the grant date fair value for these awards. Each of Messrs. Ashken, Goss and O'Neal were granted 8,741 RSUs on June 25, 2018, the date of the Company's 2018 annual meeting of stockholders, as compensation for their respective directorship in 2018-2019. Ms. Maynard-Elliott was also granted 8,741 RSUs as compensation for her directorship in 2018-2019 upon her appointment to the Board on August 15, 2018. In each case, these RSUs were outstanding at December 31, 2018 and will vest on June 5, 2019, subject to continuous directorship through and on such vesting date.

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(8)	Represents fees paid to Mariposa Capital, an affiliate of Mr. Franklin, pursuant to the Advisory Services Agreement. See "CORPORATE GOVERNANCE - Certain Relationships and Related Transactions - Transactions with Related Parties" above. Mr. Franklin, who serves as our founder director and Executive Chairman, does not receive any compensation for his services as a director.

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(1)

These financial measures are not prepared in accordance with GAAP. For a discussion of the Company’s use of non-GAAP financial measures, see page 37 of our 2018 Annual Report under "Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures." For definitions and reconciliations of these non-GAAP measures, see "APPENDIX A - NON-GAAP DEFINITIONS AND RECONCILIATIONS" in this Proxy Statement.

(2)	The individual goals for the Named Executive Officers in 2018 were based on the adjusted EBITDA performance metric.

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•	have a liberal definition of change in control;

•	provide termination payments or benefits without involuntary job loss or substantial diminution of duties;

•	provide termination cash payments in excess of 2.99 times base salary and annual cash target bonus; or

•	provide for tax gross-ups.

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•	CEO: five times base salary;

•	Other officers: two times base salary; and

•	Other management equity recipients: one time base salary.

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(1)	Reflects Mr. Sachdev's compensation as CEO of the Company in 2018. Mr. Sachdev retired as CEO of the Company on January 31, 2019.

(2)	Reflects Mr. Connolly's compensation as CFO of the Company in 2018. Mr. Connolly resigned as CFO on March 12, 2019. For 2017, the amount in the Bonus column represents Mr. Connolly's one-time long-term incentive award granted in connection with his appointment as CFO on March 16, 2017.

(3)	Mr. Capps joined the Company as General Counsel on May 31, 2016. The amounts in the "Salary" and "Non-Equity Incentive Plan Compensation" columns for 2016 represent prorated amounts based on his partial year of service.

(4)	Reflects Mr. Gliklich's compensation as Executive Vice President - Operations & Strategy of the Company in 2018. On January 31, 2019, Mr. Gliklich was appointed CEO of the Company.

(5)

Reflects Mr. Tolbert's compensation as former Chief Human Resources Officer of the Company in 2018. On March 12, 2019, Mr. Tolbert announced his retirement as Chief Human Resources Officer of the Company. Mr. Tolbert will remain an employee of the Company until completion of a transition period. Mr. Tolbert was not a Named Executive Officer in 2016. As compared to the other Named Executive Officers, Mr. Tolbert was eligible for a flexible work schedule which translated into a lower base salary.

(6)	The 2018 amounts in this column represent a portion of the transaction bonuses paid in December 2018 in anticipation of the successful close of the Arysta Sale.

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(7)

The amounts in this column represent the aggregate grant date fair value of equity awards granted during each respective year computed in accordance with FASB ASC Topic 718. For details on and assumption used in calculating the grant date fair value of the RSUs and PRSUs, see Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2018 Annual Report; Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 28, 2018; and Note 6, Long-Term Compensation Plans, included in our annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 13, 2017. The grant date fair value attributable to the PRSUs pertains to the 100% target level of these awards if the performance conditions are satisfied and is based on the probable outcome of such conditions. The maximum grant date potential values for the 2018 PRSU and RSU awards for Messrs. Sachdev, Connolly, Capps, Gliklich and Tolbert are $5,000,094, $791,690, $875,022, $875,022 and $375,017 respectively.

(8)

There were no SOPs granted in 2018. The amounts in this column reflect the aggregate grant date fair value of SOPs granted in 2017 and 2016 under the 2013 Plan calculated in accordance with FASB ASC Topic 718. For details on and assumption used in calculating these amounts, see Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 28, 2018; and Note 6, Long-Term Compensation Plans, included in our annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 13, 2017.

(9)

The amounts reported in this column reflect annual cash incentive compensation earned under our Annual Bonus Plan in 2018, 2017 and 2016. Payments under this program are typically made in the first quarter of the year following the year in which the bonus was earned after finalization of the Company's audited financial statements. See "COMPENSATION DISCUSSION AND ANALYSIS - Components of the Executive Compensation Program - Cash Compensation - Annual Bonus Plan (Variable)."

(10)

For all Named Executive Officers, these amounts in 2018 consist of: Company-sponsored life insurance: $1,080; and Company contribution to the 401(k) Plan: $16,500. For Mr. Gliklich, the 2018 amount also includes $17,173 of relocation expenses. Company contributions to the 401(k) Plan for each Named Executive Officer represent the aggregate match and non-elective contributions made by the Company to each Named Executive Officer in 2018. Non-elective contributions of 3% of eligible compensation may be allocated to eligible participants who were credited with at least 1,000 hours of service in the year. For 2018, the Company contributed $8,250 as non-elective contribution of 3% of eligible compensation to each Named Executive Officer.

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(1)

Amounts shown represent the payouts under the Annual Bonus Plan for 2018 at each payout level. Depending on the achievement of the relative performance level of each performance metric, an executive has the opportunity to earn from 0% to 200% of his Annual Bonus Plan target award for such metric. The actual payouts for 2018 can be found under "Components of the Executive Compensation Program — Cash Compensation - Annual Bonus Plan (Variable)" in "COMPENSATION DISCUSSION AND ANALYSIS" above and in the "Non-Equity Incentive Plan Compensation" column of the 2018 Summary Compensation Table above.

(2)	Amounts shown in the "Target" column are the number of PRSUs granted in 2018 under the 2013 Plan if adjusted organic EBITDA growth achieves its target goal of $505 million. The "threshold" column corresponds to the number of PRSUs earned if the adjusted organic EBITDA growth achieves its threshold goal of $477 million. The

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(3)	All RSUs granted under the 2018 LTI Program vest at the rate of 33.3% per year, or immediately upon a change in control of Element Solutions. For additional information about the 2018 RSU awards, "Components of the Executive Compensation Program — Equity-Based Long-Term Incentives — LTI Program (Variable)" in "COMPENSATION DISCUSSION AND ANALYSIS" above.

(4)

The amounts in this column represent the aggregate grant date fair value of LTI Awards granted to the Named Executive Officers, calculated in accordance with FASB ASC Topic 718. The grant date fair value of PRSU awards pertains to the 100% target portion of those awards that will be payable in shares of common stock if the performance conditions are satisfied and is based on the probable outcome of such conditions. For further details on, and assumption used in, calculating the grant date fair value of LTI Awards, see Note 9, Long-Term Compensation Plans, to the Consolidated Financial Statements included in our 2018 Annual Report.

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(1)

LTI Awards become exercisable or vested in accordance with the equity award vesting summary set forth below, subject to the satisfaction of the applicable performance conditions (in the case of PRSUs) and accelerated vesting in certain circumstances. See "Components of the Executive Compensation Program — Equity-Based Long-Term Incentives — LTI Program (Variable)" in "COMPENSATION DISCUSSION AND ANALYSIS" above.

(2)	This column reflects the market value at December 31, 2018 of the unvested outstanding RSUs determined by multiplying the number of shares underlying the RSUs by $10.33, the closing price of the Company's common stock on December 31, 2018.

(3)	This column reflects the market value at December 31, 2018 of the unvested outstanding PRSUs assuming achievement of a 100% target payout level. The market value is determined by multiplying the number of shares underlying the PRSUs by $10.33, the closing price of the Company's common stock on December 31, 2018.

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(1)	These PRSUs and RSUs were granted on January 5, 2016 to Mr. Sachdev and declared vested upon satisfaction of the timing and performance conditions, as certified by the Compensation Committee. The value realized, presented on a pre-tax basis, is determined by multiplying the number of shares acquired by $10.20, the closing price of the Company's common stock on December 28, 2018.

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(2)	These RSUs were granted on August 22, 2016 to Mr. Connolly and vested on March 31, 2018. The value realized, presented on a pre-tax basis, is determined by multiplying the number of shares acquired by $9.63, the closing price of the Company's common stock on March 29, 2018, the last business day prior to the vesting date.

(1)	The total amounts set forth in this table do not include vested amounts or accumulated benefits through December 31, 2018, including vested or accumulated benefits under the Company-sponsored life insurance and 401(k) Plan, as those amounts are set forth in the "All Other Compensation" column of the 2018 Summary Compensation Table above.

(2)	If Mr. Sachdev's employment had been terminated by the Company without cause or if Mr. Sachdev had terminated his employment for good reason, Mr. Sachdev would have been entitled to receive a severance payment equal to

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(3)

If Mr. Connolly's employment had been terminated by the Company without cause or if Mr. Connolly had terminated his employment for good reason, then Mr. Connolly would have been entitled to receive in 12 equal monthly installments a severance amount equal to 100% of his base salary as of the termination date. See "Employment Arrangements" in COMPENSATION DISCUSSION AND ANALYSIS above. Mr. Connolly resigned as CFO of the Company on March 12, 2019. See "- Additional Information Regarding Payment Upon Termination of Employment or Change in Control" below.

(4)

Under the CIC Agreements, upon a change in control, each Named Executive Officer is entitled to receive a lump sum equal to his short- or long-term target cash bonus awards and the value of any stock rights. In addition, if a change in control occurs and the executive's employment is terminated by the Company without cause or by the Named Executive Officer for good reason, in each case during the 6 months prior to or within 2 years following the change in control, such executive would be entitled to receive a lump sum termination cash payment equal to 2 times (or 2.99 times with respect to Mr. Sachdev) his base salary plus target bonus as of the date of termination or, if higher, the base salary and/or target bonus in effect immediately prior to the occurrence of the condition giving rise to good reason. See "Executive Change in Control (CIC) Agreements" in COMPENSATION DISCUSSION AND ANALYSIS above.

(5)

This column includes the value of accelerated unvested LTI Awards that would become exercisable or vest upon termination. Such LTI Awards are shown in the "Outstanding Equity Awards at Year End" table included above. For disclosure purposes only, it was assumed that 100% of any applicable target was achieved for all PRSUs as of December 31, 2018. With respect to SOPs, their value was calculated using $10.33, the closing price per share of the Company's common stock on December 31, 2018, less the per share SOP exercise price for the total number of "in-the-money" SOPs accelerated and deemed exercised. The difference between the 2016 SOP exercise price and the $10.33 closing price on December 31, 2018 represents a spread of $2.38 per SOP for the 2016 SOP awards of Messrs. Sachdev and Gliklich, and $0.81 for the 2016 SOP award of Mr. Capps. The value for PRSUs and RSUs was calculated using the $10.33 closing price on December 31, 2018.

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(1)	Includes: (i) 536,772 shares to be issued upon the exercise of outstanding SOPs granted in 2017 and 2016; (ii) 1,002,085 shares to be issued upon the vesting of outstanding RSUs granted since 2014; (iii) 2,351,786 shares to be issued upon the payout of outstanding PRSUs assuming target performance; and (iv) 2,472,416 shares reserved for incremental payouts on PRSUs assuming maximum performance.

(2)	This value does not take into account any of the RSUs or PRSUs discussed in Note (1) above as they have no exercise price.

(3)	Includes shares available for issuance under the 2013 Plan and ESPP. The Company has no other equity compensation plans with shares available for issuance.

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(1)

As a result of the Irrevocable Proxy Agreement, dated May 3, 2018, Martin E. Franklin ("Franklin"), MEF Holdings II, LLLP ("Holdings II"), MEF Holdings, LLLP ("Holdings"), Mariposa Acquisition, LLC ("Mariposa" and together with Franklin, Holdings II and Holdings, the "Mariposa Reporting Persons") and Berggruen Holdings Ltd ("BHL") and the Nicolas Berggruen Charitable Trust (the "NB Charitable Trust" and together with BHL, the "Berggruen

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(2)	Shares of our Series A Preferred Stock held directly by Mariposa that are convertible at any time at the option of the holder into the same number of shares of our common stock. Mr. Franklin is the manager of Mariposa and indirectly beneficially owns 61.32% of Mariposa, representing 649,992 shares of our Series A Preferred Stock.

(3)	Shares of our common stock held indirectly by Mr. Ashken through IGHA Holdings, LLLP and Mr. Ashken's trust. Does not include indirect interest held through Mariposa.

(4)	These RSUs were granted to Messrs. Ashken, Goss and O'Neal and to Ms. Maynard-Elliott as compensation for their 2018 directorship and will vest on June 5, 2019, subject to continuous directorship through and on such vesting date. With respect to Mr. Ashken, this amount does not include indirect interest in Series A Preferred Stock held through Mariposa.

(5)	Includes 124,120 shares of common stock held directly by Mr. Goss and 95,238 shares of common stock held by The Michael F Goss 2012 GST Non-Exempt Irrevocable Family Trust, Michael F Goss & R Bradford Malt Trustees U/Inst Dtd 9/27/2012 (the "Trust"). Mr. Goss is a trustee of the Trust and disclaims beneficial ownership.

(6)	Includes 239,882 shares of common stock held directly by Mr. O'Neal and 57,077 shares of common stock held indirectly by Mr. O'Neal's trust (reflecting the full distribution of Mr. O'Neal's GRAT on September 13, 2018 and, as a result, transfers of 92,915 shares to Mr. O'Neal personally and 57,077 shares to Mr. O'Neal's family trust).

(7)

This column includes (i) Series A Preferred Stock held directly by Mariposa which are convertible at any time at the option of the holder into the same number of shares of our common stock, (ii) shares underlying vested SOPs, or portions thereof, held by our executive officers, (iii) shares underlying SOPs, or portions thereof, held by our executive officers and expected to vest by June 10, 2019 (60 days of April 10, 2019), and (iv) shares underlying RSUs held by our directors and expected to vest by June 10, 2019.

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(1)	See footnote (1) under "—Directors and Executive Officers" above.

(2)

Based on a Schedule 13G filed jointly by FMR LLC and Abigail P. Johnson, a Director and the Chairman and Chief Executive Officer of FMR LLC on February 13, 2019. FMR LLC reported sole voting power with respect to 1,863,622 shares of common stock and each of FMR LLC and Abigail P. Johnson reported sole investment power over 28,566,713 shares of common stock. The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.

(3)	Based on a Schedule 13G filed on February 12, 2019. The Vanguard Group, Inc. has sole voting power over 119,185 shares of common stock; shared voting power over 46,685 shares; sole dispositive power over 19,424,202 shares and shared dispositive power over 141,970 shares. The address of the principal business office of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.

(4)

Based on a Schedule 13G/A filed on February 14, 2019. Bares Capital Management, Inc. and Mr. Brian T. Bares have shared voting and dispositive power over 18,006,166 shares of common stock. Mr. Bares has sole voting and dispositive power over 98,642 shares of common stock. Mr. Bares is President of Bares Capital Management, Inc.    The business address of Bares Capital Management, Inc. is 12600 Hill Country Blvd, Suite R-230, Austin, Texas 78738.

(5)	Based on a Schedule 13G filed by BlackRock, Inc. on February 8, 2019. BlackRock, Inc. reported sole voting power with respect to 15,678,002 shares of common stock and sole dispositive power over 16,554,673 shares of common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(6)

Based on a Schedule 13G filed on February 8, 2019. Dimensional Fund Advisors LP or its subsidiaries ("Dimensional") furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the "Funds"). In its role as investment advisor, sub-adviser and/or manager, Dimensional may possess voting and/or investment power over the Company's shares of common stock that are owned by the Funds, and may be deemed to be the beneficial owner of such shares. However, all shares are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. Dimensional has sole power to vote over 15,437,478 shares of common stock and the sole power to dispose over 15,868,933 shares of common stock. The address of Dimensional is Building One, 6300 Bee Cave Road, Austin, Texas, 78746.

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•	is tied to overall Company performance;

•	includes a significant incentive equity component;

•	reflects each executive's level of responsibility; and

•	reflects individual performance and contributions.

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•	audits of the Company's consolidated financial statements;

•	review of the Company's interim condensed consolidated financial statements included in quarterly reports;

•	services that are normally provided by the Company’s independent registered public accounting firm in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation; and

•	annual audit of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, integrated with the audit of our annual financial statements.

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