Form 8-K - Current report

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): May 2, 2024

Huntsman Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-32427	42-1648585
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

10003 Woodloch Forest Drive
The Woodlands, Texas		77380
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(281) 719-6000

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):

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:

Registrant		Title of each class		Trading Symbol		Name of each exchange on which registered
Huntsman Corporation		Common Stock, par value $0.01 per share		HUN		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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07 Submission of Matters to a Vote of Security Holders

(a) The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Huntsman Corporation (the “Company”) was held on May 2, 2024.

(b) The Company’s stockholders voted on the following four proposals (each described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2024) at the Annual Meeting.

(c) American Election Services, LLC, the independent inspector of the elections (the “Inspector of Election”) for the Annual Meeting, delivered its final vote tabulation on May 2, 2024 that certified the final voting results for each of the matters that were submitted to a vote at the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.

(d) Each stockholder of record was entitled to one vote per share of common stock on each proposal. On March 7, 2024, the record date for the Annual Meeting (the “Record Date”), there were 172,994,653 shares of common stock outstanding. Present at the Annual Meeting in person or by proxy were holders of shares of common stock representing an aggregate of 152,857,620 votes, or 88.35% of the voting power entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.

Proposal 1

To elect as directors 10 nominees to serve until the 2025 Annual Meeting of Stockholders or her/his earlier resignation, removal or death.

	For		Against		Abstain		BNV
Peter R. Huntsman		136,269,681		3,237,988		64,023		13,285,928
Mary C. Beckerle		137,451,470		2,032,380		87,842		13,285,928
Sonia Dulá		136,859,251		2,641,313		71,128		13,285,928
Cynthia L. Egan		132,752,216		6,744,827		74,649		13,285,928
Curtis E. Espeland		137,506,770		2,012,214		52,708		13,285,928
Daniele Ferrari		138,761,537		739,353		70,799		13,285,928
José Muñoz		137,444,024		2,048,630		79,036		13,285,928
Jeanne McGovern		138,769,229		728,587		73,876		13,285,928
David B. Sewell		138,845,288		664,460		61,944		13,285,928
Jan E. Tighe		138,823,690		675,502		72,500		13,285,928

The stockholders voted to re-elect each of the Company’s director nominees to serve until the Company’s 2025 Annual Meeting of Stockholders or her/his earlier resignation, removal or death.

Proposal 2

The advisory vote to approve named executive officer compensation.

For				Against				Abstain				BNV
	118,884,066				20,531,068				156,558				13,285,928

The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.

Proposal 3

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

For				Against				Abstain
	151,016,216				1,776,465				64,939

The stockholders voted to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.

Proposal 4

The stockholder proposal regarding transparency in political spending.

For				Against				Abstain				BNV
	51,128,169				87,696,739				746,784				13,285,928

The stockholders did not approve the stockholder proposal regarding transparency in political spending.

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.

	HUNTSMAN CORPORATION

	/s/ DAVID M. STRYKER
	Executive Vice President, General Counsel and Secretary

Dated: May 7, 2024

Cover	May 02, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 02, 2024
Entity File Number	001-32427
Entity Registrant Name	Huntsman Corporation
Entity Central Index Key	0001307954
Entity Tax Identification Number	42-1648585
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	10003 Woodloch Forest Drive
Entity Address, City or Town	The Woodlands
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	281
Local Phone Number	719-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	HUN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false