- Current report filing (8-K)
March 26 2010 - 4:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
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 24,
2010
Huntsman
Corporation
(Exact name of
registrant as specified in its charter)
Delaware
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001-32427
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42-1648585
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of
incorporation)
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|
File Number)
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Identification
No.)
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500
Huntsman Way
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Salt
Lake City, Utah
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84108
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(Address of
principal executive offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(801) 584-5700
Not
applicable
(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 obligations of the registrant under any of the following provisions (see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
On March 24, 2010,
the Board of Directors (the Board) of Huntsman Corporation (the Company),
upon the recommendation of the Nominating and Corporate Governance Committee,
acted to increase the size of the Board from eight directors to nine directors.
On the same date, also upon the recommendation of the Nominating and Corporate
Governance Committee, the Board appointed Dr. Patrick Harker as a
director. Dr. Harker, age 51, was appointed to fill the vacancy created by
the expansion of the Board and will serve as a Class I director for a term
that expires at the Companys 2011 Annual Meeting of Stockholders or his
earlier resignation, removal or death.
The Board has determined,
after applying the Companys independence criteria, that Dr. Harker is an
independent director. Dr. Harker has not yet been appointed to serve on
any of the committees of the Board. In addition, Dr. Harker was not
selected as a director pursuant to any arrangements or understandings with the Company
or with any other person and there are no transactions between Dr. Harker
and the Company that would require disclosure under Item 404(a) of
Regulation S-K.
Dr. Harker will be
compensated for his service on the Board on the same basis as each of the
Companys other non-employee directors. Annual compensation for non-employee
directors is comprised of cash and stock-based equity compensation. The cash
compensation consists of an annual retainer and supplemental retainers for the
chairs and members of Board committees. Stock-based equity compensation
consists of stock or stock units. Directors may participate in the Huntsman
Corporation Stock Incentive Plan and the Huntsman Outside Director Elective
Deferral Plan.
A more detailed
description of compensation of directors of the Company was previously reported
in the Companys Definitive Proxy Statement filed with the Securities and
Exchange Commission on March 26, 2010, and is incorporated herein by
reference.
Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
March 24, 2010, the Board acted to amend and
restate the Companys bylaws (the Bylaws and, as further amended and
restated, the Amended Bylaws). The Board had previously appointed an
Executive Chairman and a Vice Chairman, and the amendments to the Bylaws
describe such positions.
A copy of
the Amended Bylaws is filed as Exhibit 3.1(i) to
this Report and is incorporated by reference into this Item 5.03. A copy of the
Amended Bylaws, marked to show the amendments effective March 24, 2010, is
filed as Exhibit 3.1(ii) and is incorporated by reference into this
Item 5.03.
Item 7.01. Regulation FD Disclosure
On March 25, 2010,
in connection with the appointment of Dr. Harker as a director of the
Company, the Company issued a press release, a copy of which is attached as Exhibit 99.1
to this Form 8-K.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
Number
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Description
of Exhibits
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3.1(i)
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Third Amended and Restated Bylaws of Huntsman
Corporation effective March 24, 2010
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3.1(ii)
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Third Amended and Restated Bylaws of Huntsman
Corporation, marked to show amendments effective March 24, 2010
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99.1
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Press Release dated March 25, 2010 regarding
the appointment of Dr. Patrick Harker to the Board of Directors
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2
SIGNATURES
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.
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HUNTSMAN CORPORATION
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/s/ TROY M. KELLER
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Assistant
Secretary
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Dated: March 26,
2010
3
EXHIBIT
INDEX
Number
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Description
of Exhibits
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3.1(i)
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Third Amended and Restated Bylaws of Huntsman Corporation
effective March 24, 2010
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3.1(ii)
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Third Amended and Restated Bylaws of Huntsman
Corporation, marked to show amendments effective March 24, 2010
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99.1
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Press Release dated March 25, 2010 regarding
the appointment of Dr. Patrick Harker to the Board of Directors
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4
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