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): September 12, 2013

 

 

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.)

 

500 Huntsman Way

 

 

Salt Lake City, Utah

 

84108

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On September 12, 2013, the board of directors (the “Board”) of Huntsman Corporation (the “Company”) adopted resolutions amending and restating the bylaws of the Company (the “Bylaws”). The amendment to the Bylaws added an exclusive forum provision to a new Section 2.13 which states that unless the Company consents in writing to the selection of an alternative forum, a state court located within the State of Delaware shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or Bylaws; or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine.

 

The preceding summary is qualified in its entirety by reference to the Fourth Amended and Restated Bylaws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)     Exhibits.

 

Number

 

Description of Exhibits

 

 

 

3.1

 

Fourth Amended and Restated Bylaws of Huntsman Corporation, effective September 12, 2013

 

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.

 

 

 

HUNTSMAN CORPORATION

 

 

 

/s/ Troy M. Keller

 

Assistant Secretary

 

 

Dated: September 12, 2013

 

3


 

EXHIBIT INDEX

 

Number

 

Description of Exhibits

 

 

 

3.1

 

Fourth Amended and Restated Bylaws of Huntsman Corporation, effective September 12, 2013

 

4