Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors
On January 1, 2022, the Board of Directors (the "Board") of Huntsman Corporation
(the "Company") appointed Curtis E. Espeland, age 57 and José Muñoz, age 56
(collectively, the "New Directors") to the Board. The New Directors will each
serve a term that expires at the Company's 2022 Annual Meeting of Stockholders
(the "2022 Annual Meeting").
The Board determined that each of the New Directors is independent under the
Company's independence criteria for members of its board of directors. None of
the New Directors was selected as a director pursuant to any arrangements or
understandings with the Company or with any other person, and there are no
transactions between the Company and any of the New Directors that would require
disclosure under Item 404(a) of Regulation S-K.
Each of the New Directors will be compensated for his services on the Board on
the same basis as each of the Company's other non-employee directors. Annual
compensation for non-employee directors is composed 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 awards granted under the Huntsman
Corporation 2016 Huntsman Stock Incentive Plan in the form of stock or stock
units, at the election of each director. Non-employee directors may also
participate in the Huntsman Outside Director Elective Deferral Plan and the
Huntsman Director Matching Gift Program. A more detailed description of
compensation of directors of the Company was previously reported in the
Company's Definitive Proxy Statement filed with the Securities and Exchange
Commission (the "SEC") on March 18, 2021 (the "2021 Proxy Statement") under
"Board of Directors-Director Compensation," and that section of the Definitive
Proxy Statement is incorporated herein by reference.
Retirement of Directors
Consistent with the Company's director retirement policy, Nolan D. Archibald, M.
Anthony Burns, and Sir Robert J. Margetts will each retire from the Board at the
end of their current terms immediately before the 2022 Annual Meeting. Wayne A.
Reaud, Chair of the Litigation and Public Policy and Compensation Committees,
will support the transition of those committees' oversight duties before
stepping down from the Board at or before the Company's 2023 Annual Meeting of
Stockholders when he will reach the retirement age.
Board and Committee Changes
Additionally, the Board named Cynthia L. Egan as Lead Independent Director,
Non-Executive Vice Chair of the Board, and Chair of the Nominating and Corporate
Governance Committee, effective January 1, 2022. The Board also named Sonia Dulá
as a member of the Compensation Committee, effective January 1, 2022, with the
intent that she become Chair of the Compensation Committee when Mr. Reaud leaves
the Board.
Item 5.08. Shareholder Director Nominations.
The Board has established March 25, 2022 as the date of the 2022 Annual Meeting.
The Company will publish additional details regarding the exact time, location,
record date and matters to be voted on at the 2022 Annual Meeting in the
Company's proxy statement for the 2022 Annual Meeting.
Because the date of the 2022 Annual Meeting differs by more than 30 days from
the anniversary date of the Company's 2021 Annual Meeting of Stockholders (the
"2021 Annual Meeting"), pursuant to Rule 14a-5(f) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the Company is hereby providing notice
of the deadlines for submission of stockholder proposals pursuant to Rule 14a-8
under the Exchange Act and for any nomination for election to the Board or a
proposal of business (other than pursuant to Rule 14a-8 of the Exchange Act), in
each case, with respect to the 2022 Annual Meeting.
Under the Company's Sixth Amended and Restated Bylaws, dated June 16, 2020 (as
amended, the "Bylaws"), because the date of the 2022 Annual Meeting is more than
30 days before the anniversary date of the 2021 Annual Meeting, in order for a
nomination for election to the Board (either pursuant to Section 2.8 of our
Bylaws or the "proxy access" provisions of our Bylaws) or a proposal of business
(other than pursuant to Rule 14a-8 of the Exchange Act) to be presented at the
2022 Annual Meeting, a stockholder of record must deliver proper notice to our
Corporate Secretary (c/o Corporate Secretary, Huntsman Corporation, 10003
Woodloch Forest Drive, The Woodlands, Texas 77380 and to
CorporateSecretary@huntsman.com) no later than the close of business on
January 12, 2022.
As disclosed in the 2021 Proxy Statement, in general, to be eligible for
inclusion in the Company's 2022 proxy materials pursuant to Rule 14a-8 of the
Exchange Act, stockholder proposals must have been received by the Corporate
Secretary at the Company's principal executive offices (located at 10003
Woodloch Forest Drive, The Woodlands, Texas 77380 or to
CorporateSecretary@huntsman.com) no later than November 18, 2021. Because the
date of the 2022 Annual Meeting is more than 30 days before the anniversary date
of the 2021 Annual Meeting and the November 18, 2021 deadline has expired, the
Company has determined that stockholder proposals intended for inclusion in the
Company's 2022 proxy materials pursuant to Rule 14a-8 must be received no later
than the close of business on January 12, 2022.
Item 7.01. Regulation FD Disclosures.
On January 2, 2022, the Company issued a press release with respect to the
foregoing matters. A copy of the press release is attached as Exhibit 99.1 to
this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number Description of Exhibits
99.1 Press Release dated January 2, 2022
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
2
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