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