Huntsman Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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CURRENT REPORT
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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 |
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Approval of Huntsman Corporation 2025 Stock Incentive Plan
As described in Item 5.07 below, on April 30, 2025 at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Huntsman Corporation (the “Company”), the Company’s stockholders approved the Huntsman Corporation 2025 Stock Incentive Plan (the “2025 Stock Incentive Plan”) in order to, among other items, reserve 4,650,000 shares of the Company’s common stock for issuance under the plan.
A summary of the 2025 Stock Incentive Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2025 (the “Proxy Statement”). That summary and the above description of the 2025 Stock Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the 2025 Stock Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting was held on April 30, 2025.
(b) The Company’s stockholders voted on the following four proposals (each described in detail in the Proxy Statement) 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 April 30, 2025 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, 2025, the record date for the Annual Meeting (the “Record Date”), there were 173,747,479 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 149,972,882 votes, or 86.31% 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 2026 Annual Meeting of Stockholders or her/his earlier resignation, removal or death. |
| For | Against | Abstain | BNV | ||||||
| Peter R. Huntsman | 133,511,186 | 3,732,538 | 157,649 | 12,571,509 | |||||
| Mary C. Beckerle | 134,647,729 | 2,523,582 | 230,062 | 12,571,509 | |||||
| Sonia Dulá | 134,340,176 | 2,894,728 | 166,469 | 12,571,509 | |||||
| Cynthia L. Egan | 132,328,887 | 4,879,015 | 193,471 | 12,571,509 | |||||
| Curtis E. Espeland | 135,561,577 | 1,683,908 | 155,888 | 12,571,509 | |||||
| Daniele Ferrari | 136,568,263 | 659,355 | 173,755 | 12,571,509 | |||||
| José Muñoz | 135,543,479 | 1,688,383 | 169,511 | 12,571,509 | |||||
| Jeanne McGovern | 136,546,321 | 633,679 | 221,373 | 12,571,509 | |||||
| David B. Sewell | 136,657,575 | 586,343 | 157,455 | 12,571,509 | |||||
| Jan E. Tighe | 136,623,657 | 614,121 | 163,595 | 12,571,509 |
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The stockholders voted to re-elect each of the Company’s director nominees to serve until the Company’s 2026 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 | ||||
| 131,393,558 | 5,780,333 | 227,482 | 12,571,509 |
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, 2025. |
| For | Against | Abstain | |||
| 147,584,781 | 2,236,271 | 151,830 |
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, 2025.
| Proposal 4 | The approval of the 2025 Stock Incentive Plan. |
| For | Against | Abstain | BNV | ||||
| 133,571,821 | 3,700,383 | 129,169 | 12,571,509 |
The stockholders voted to approve the 2025 Stock Incentive Plan.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Number | Description of Exhibits | |
| 10.1 | Huntsman Corporation 2025 Stock Incentive Plan | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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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 2, 2025
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