UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 |
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).
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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) Huntsman Corporation’s (the “Company”) 2022 Annual Meeting of Stockholders was held on March 25, 2022 (the “Annual Meeting”).
(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 February 17, 2022) at the Annual Meeting.
(c) First Coast Results, Inc., the independent inspector of the elections (the “Inspector of Election”) for the Annual Meeting, delivered its final vote tabulation on March 30, 2022 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 is entitled to one vote per share of common stock on each proposal. On February 1, 2022, the record date for the Annual Meeting (the “Record Date”), there were 214,526,168 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 192,485,625 votes, or 89.7% 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 2023 Annual Meeting of Stockholders or her/his earlier resignation, removal or death. |
Company Nominees | For | Withheld | |||||
Peter R. Huntsman | 179,020,478 | 13,131,395 | |||||
Mary C. Beckerle | 102,029,599 | 3,439,660 | |||||
Sonia Dulá | 183,225,725 | 8,926,148 | |||||
Cynthia L. Egan | 104,880,690 | 588,569 | |||||
Curtis E. Espeland | 183,857,020 | 8,294,853 | |||||
Daniele Ferrari | 104,450,360 | 1,018,899 | |||||
José Muñoz | 105,222,373 | 246,886 | |||||
Jeanne McGovern | 183,265,276 | 8,886,597 | |||||
David B. Sewell | 183,860,638 | 8,291,235 | |||||
Jan E. Tighe | 183,010,043 | 9,141,830 |
Starboard Value LP Nominees | For | Withheld | |||||
James L. Gallogly | 80,245,753 | 6,438,211 | |||||
Sandra Beach Lin | 59,703,017 | 26,980,947 | |||||
Susan C. Schnabel | 43,161,946 | 43,522,018 | |||||
Jeffrey C. Smith | 79,338,713 | 7,344,981 |
The stockholders voted to re-elect each of the Company’s director nominees to serve until the Company’s 2023 Annual Meeting of Stockholders or her/his earlier resignation, removal or death.
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Proposal 2 | The advisory vote to approve named executive officer compensation. |
For | Against | Abstain | |||||
161,784,212 | 29,318,784 | 1,048,814 |
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, 2022. |
For | Against | Abstain | |||||
185,763,487 | 6,373,041 | 349,097 |
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, 2022.
Proposal 4 | The stockholder proposal to lower ownership threshold for special meeting of stockholders to 10%. |
For | Against | Abstain | |||||
65,180,939 | 126,280,577 | 689,933 |
The stockholders did not approve the stockholder proposal to lower the ownership threshold required to call a special meeting of stockholders to 10%.
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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: March 31, 2022
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