UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN
PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
 

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement 

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 

☒ Definitive Proxy Statement 

☐ Definitive Additional Materials 

☐ Soliciting Material Under Rule 14a-12

Starboard Value and Opportunity Master Fund Ltd

February 10, 2022

Dear Fellow Huntsman Stockholders:

Starboard Value and Opportunity Master Fund Ltd (together with its affiliates, “Starboard” or “we”) and the other participants in this solicitation are the beneficial owners of an aggregate of 18,820,805 shares, or approximately 8.6%, of the outstanding common stock, par value $0.01 per share (the “Common Stock”) of Huntsman Corporation, a Delaware corporation (“Huntsman” or the “Company”), making us one of the Company’s largest stockholders. For the reasons set forth in the attached Proxy Statement, we believe significant changes to the composition of the Board of Directors of the Company (the “Board”) are necessary in order to ensure that the Company is managed and overseen in a manner consistent with your best interests. We have nominated a slate of highly-qualified director candidates for election to the Board at the Company’s upcoming 2022 Annual Meeting of Stockholders (the “Annual Meeting”).

Huntsman is fundamentally a great company with strong market positions, diverse product portfolios, innovative chemistries and a difficult to replicate manufacturing footprint. However, we believe it remains deeply undervalued with opportunities to unlock significant value that are within the control of management and the Board. Despite promising future prospects, we believe Huntsman’s historical operating performance is the result of subpar execution, insufficient Board oversight, and lapses in corporate governance. We believe these issues have caused Huntsman to be valued significantly below its intrinsic value.

Despite our sincere efforts to engage constructively with the Board regarding our concerns and the opportunities for improvement, the Board chose not to meaningfully engage with us on these topics and instead, chose to take certain reactionary and defensive measures, which we believe were intended to disenfranchise stockholders. These actions included:

These reactive and defensive maneuvers were implemented with the oversight of the current Board, and we believe included the approval of at least two (2) of the Board’s most recent director appointments, which has solidified our belief that further change is required. Stockholders deserve a board that demands accountability, implements proper governance practices, and is committed to ensuring the best interests of all stockholders are represented.

We believe that Huntsman can significantly improve its strategy, execution, and Board oversight, and are confident the slate of professionals we have nominated are well-qualified to serve as directors of the Company. The four (4) director candidates we have nominated - James L. Gallogly, Sandra Beach Lin, Susan C. Schnabel and Jeffrey C. Smith – have backgrounds spanning operations, finance, private equity, restructuring, strategic transformation and public company governance. As a group, they have substantial and highly successful experience in the chemical, energy and broader industrial industries. Collectively, they have decades of experience as CEOs, senior executives, chairmen and directors of well-performing chemical and industrial companies.

Our goal is to create value for the benefit of all stockholders. We believe a critical step towards achieving this objective is to improve the Board with directors who have exceptionally relevant skill sets and who will provide renewed accountability, as well as a singular focus on the best interests of common stockholders. Starboard has a long history of driving operational, financial, strategic, and governance changes that benefit employees, customers, and stockholders. We firmly believe that with the right Board in place, Huntsman can be a best-in-class differentiated chemicals company and generate significant value for all stockholders.

Biographies of Starboard’s nominees (in alphabetical order):

We believe that ten (10) of the fourteen (14) directors currently serving on the Board will be up for election at the Annual Meeting. Through the attached Proxy Statement and enclosed BLUE proxy card, we are soliciting proxies to elect not only our four (4) nominees, but also the candidates who have been nominated by the Company other than Mary C. Beckerle, Daniele Ferrari, José Muñoz, and Cynthia L. Egan. Stockholders will therefore be able to vote for the total number of directors up for election at the Annual Meeting. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees. There is no assurance that any of the Company’s nominees will serve as directors if all or some of our nominees are elected.

We look forward to sharing our detailed views on, and comprehensive plans for, Huntsman in the coming weeks and look forward to engaging with you as we approach the Annual Meeting.

We urge you to carefully consider the information contained in the attached Proxy Statement and then support our efforts by signing, dating, and returning the enclosed BLUE proxy card today.

If you have already voted for the incumbent management slate, you have every right to change your vote by signing, dating, and returning a later dated proxy or by voting in person at the Annual Meeting.

If you have any questions or require any assistance with your vote, please contact Okapi Partners LLC, which is assisting us, at its address and toll-free numbers listed below.

If you have any questions, require assistance in voting your BLUE proxy card, or need additional copies of Starboard’s proxy materials, please contact Okapi Partners at the phone numbers or email address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Stockholders may call toll-free: (877) 629-6356

Banks and brokers call: (212) 297-0720

E-mail: info@okapipartners.com

2022 ANNUAL MEETING OF STOCKHOLDERS
OF
HUNTSMAN CORPORATION
_________________________

PROXY STATEMENT
OF
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
_________________________

PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE PROXY CARD TODAY

Starboard Value LP (“Starboard Value LP”), Starboard Value and Opportunity Master Fund Ltd (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC (“Starboard S LLC”), Starboard Value and Opportunity C LP (“Starboard C LP”), Starboard P Fund LP (“Starboard P LP”), Starboard Value P GP LLC (“Starboard P GP”), Starboard Value R LP (“Starboard R LP”), Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”), Starboard Value L LP (“Starboard L GP”), Starboard Value R GP LLC (“Starboard R GP”), Starboard Leaders Echo II LLC (“Starboard Echo II LLC”), Starboard Leaders Fund LP (“Starboard Leaders Fund”), Starboard Value A LP, (“Starboard A LP”), Starboard Value A GP LLC (“Starboard A GP”), Starboard X Master Fund Ltd (“Starboard X Master”), Starboard G Fund, L.P. (“Starboard G LP”), Starboard Value G GP, LLC (“Starboard G GP”), Starboard Value GP LLC (“Starboard Value GP”), Starboard Principal Co LP (“Principal Co”), Starboard Principal Co GP LLC (“Principal GP”), Jeffrey C. Smith and Peter A. Feld (collectively, “Starboard” or “we”), are significant stockholders of Huntsman Corporation, a Delaware corporation (“Huntsman” or the “Company”), who, together with the other participants in this solicitation, beneficially own in the aggregate approximately 8.6% of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company.

We are seeking to elect four (4) nominees to the Company’s Board of Directors (the “Board”) because we believe that the Board must be significantly reconstituted to ensure that the interests of the stockholders, the true owners of Huntsman, are appropriately represented in the boardroom. We have nominated a slate of director candidates who collectively possess decades of experience as CEOs, senior executives, chairmen and directors of well-performing chemical and industrial companies. If elected, these directors will bring fresh perspectives, talented leadership, accountability, and responsible oversight to the Board. We are seeking your support at the Company’s 2022 Annual Meeting of Stockholders (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”), scheduled to be held on March 25, 2022, at such time and place, to be determined by the Company, for the following purposes:¹

¹As of the date of this Proxy Statement, the Company’s definitive proxy statement for the Annual Meeting has not yet been filed with the Securities and Exchange Commission. Accordingly, we have omitted certain information from this Proxy Statement that is not yet publicly available, including the time and place of the Annual Meeting as well as the record date for the Annual Meeting, which we expect to be included in the Company’s definitive proxy statement. Once the Company publicly discloses this information, Starboard intends to supplement this Proxy Statement to disclose such information and make any other necessary updates and file revised definitive materials with the Securities and Exchange Commission.  

This Proxy Statement and the enclosed BLUE proxy card are first being furnished to stockholders on or about February 10, 2022.

The Board is currently composed of fourteen (14) directors, each with terms expiring at the Annual Meeting. The Company has announced that four (4) of its fourteen (14) directors, Nolan D. Archibald, M. Anthony Burns, Sir Robert J. Margetts and Wayne A. Reaud, will be retiring from the Board immediately before the Annual Meeting, meaning ten (10) directors will be up for election at the Annual Meeting. Through the attached Proxy Statement and enclosed BLUE proxy card, we are soliciting proxies to elect our four (4) nominees. Stockholders who enclose the BLUE proxy card will also have the opportunity to vote for the candidates who have been nominated by the Company other than Mary C. Beckerle, Daniele Ferrari, José Muñoz, and Cynthia L. Egan. Stockholders will therefore be able to vote for the total number of directors up for election at the Annual Meeting. See the “Voting and Proxy Procedures” section of this Proxy Statement for additional information. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications, and other information concerning the Company’s nominees. If elected, our Nominees will constitute a minority on the Board and there can be no guarantee that our Nominees will be able to implement any actions that they may believe are necessary to unlock stockholder value, including the implementation of our comprehensive plans for the Company, which we plan on releasing in the coming weeks.

As of the date hereof, the members of Starboard and the Nominees collectively beneficially own 18,820,805 shares of Common Stock (the “Starboard Group Shares”). We intend to vote all of the Starboard Group Shares FOR the election of the Nominees, AGAINST an advisory (non-binding) proposal concerning the Company’s executive compensation program, as described herein, FOR the ratification of the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm and FOR the stockholder proposal to lower the ownership threshold for special meetings of stockholders to 10%. While we currently intend to vote all of the Starboard Group Shares in favor of the election of the Nominees, we reserve the right to vote some or all of the Starboard Group Shares for some or all of the Company’s director nominees, as we see fit, in order to achieve a Board composition that we believe is in the best interest of all stockholders. Stockholders should understand, however, that all shares of Common Stock represented by the enclosed BLUE proxy card will be voted at the Annual Meeting as marked.  

The Company has not yet publicly disclosed the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”) or the number of shares of Common Stock outstanding as of the Record Date. Once the Company publicly discloses such information, we intend to supplement this Proxy Statement with such information and file revised definitive materials with the Securities and Exchange Commission (the “SEC”). The mailing address of the principal executive offices of the Company is 10003 Woodloch Forest Drive, The Woodlands, Texas 77380.

According to the Company’s proxy statement, holders of record of shares of Common Stock as the close of business on the Record Date are entitled to notice and to vote at the Annual Meeting. Each outstanding share of Common Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting. As of October 20, 2021, there were 218,030,754 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 29, 2021.

THIS SOLICITATION IS BEING MADE BY STARBOARD AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH STARBOARD IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED BLUE PROXY CARD WILL VOTE ON SUCH MATTERS IN OUR DISCRETION. 

THIS SOLICITATION IS BEING MADE BY STARBOARD AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF THE COMPANY. WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH STARBOARD IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED BLUE PROXY CARD WILL VOTE ON SUCH MATTERS IN OUR DISCRETION.

STARBOARD URGES YOU TO SIGN, DATE AND RETURN THE BLUE PROXY CARD IN FAVOR OF THE ELECTION OF THE NOMINEES.

IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT BY SIGNING, DATING, AND RETURNING THE ENCLOSED BLUE PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL MEETING.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting—This Proxy Statement and our BLUE proxy card are available at

www.shareholdersforhuntsman.com

IMPORTANT

Your vote is important, no matter how few shares of Common Stock you own. Starboard urges you to sign, date, and return the enclosed BLUE proxy card today to vote FOR the election of the Nominees and in accordance with Starboard’s recommendations on the other proposals on the agenda for the Annual Meeting.

Since only your latest dated proxy card will count, we urge you not to return any proxy card you receive from the Company. Even if you return the management proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our four (4) Nominees only on our BLUE proxy card. So please make certain that the latest dated proxy card you return is the BLUE proxy card.

If you have any questions, require assistance in voting your BLUE proxy card, or need additional copies of Starboard’s proxy materials, please contact Okapi Partners at the phone numbers or email address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Stockholders may call toll-free: (877) 629-6356

Banks and brokers call: (212) 297-0720

E-mail: info@okapipartners.com

Background to the Solicitation

The following is a chronology of material events leading up to this proxy solicitation:

REASONS FOR THE SOLICITATION

We believe Huntsman has significantly underperformed and has failed to create meaningful value for long-term stockholders. We believe this underperformance is the result of poor management execution, insufficient Board oversight, and lapses in corporate governance.

As background, Huntsman was founded as a family-owned company in the early 1970s, and conducted an Initial Public Offering (the “IPO”) in 2005. Over the past seventeen years as a publicly-traded entity, the Company’s key management and Board leadership roles have remained largely unchanged. CEO Peter Huntsman has been at the Company’s helm since 2000, while a majority of the Board’s leadership positions have, until very recently, been held by directors with decade-long tenures. As a result, we believe the Board and management team have had ample opportunity to execute against their vision for the Company, and demonstrate to stockholders that they are the right stewards of stockholder capital.

Unfortunately, we believe the Board has presided over years of poor operating performance, missed financial targets, and broken promises. Yearly restructuring initiatives have seemingly not led to meaningful Adjusted EBITDA margin improvement and we see little evidence that a decade-long sizeable valuation discount to peers has been addressed. Despite the Company’s disappointing financial track record, the Board has seemingly taken few actions to hold management accountable, and despite recent and reactionary changes to the Board, the Board has continued to make poor governance decisions.

We invested in Huntsman because we believe with greater urgency, accountability, and governance, the Company has the potential to be a best-in-class differentiated chemicals manufacturer given its strong market positions, diverse product portfolios, innovative chemistries and difficult to replicate manufacturing footprint. While our interactions over the past few months with both management and the Board have yielded several constructive commitments – more ambitious financial targets, more stockholder-friendly capital allocation decisions, and more aligned executive compensation plans – the Company’s recent maneuvering to shorten the stockholder nomination deadline, while abruptly appointing three (3) new directors to the Board during our ongoing engagement, lead us to question whether the Board has genuine intent to hold management accountable for those commitments. We believe stockholders deserve a Board that demands accountability and is committed to taking proactive measures with the best interests of stockholders in mind at all times. We are deeply concerned that continued complacency and deference to management will jeopardize the tremendous value creation opportunity we believe is possible at Huntsman.

We are therefore soliciting your support at the Annual Meeting to elect our four (4) highly qualified Nominees – James L. Gallogly, Sandra Beach Lin, Susan C. Schnabel and Jeffrey C. Smith - who we believe would not only bring significant and relevant experience to the Board, but also a commitment to demand accountability and promote a results-driven culture at Huntsman. The Nominees were carefully selected and possess skill sets in areas that we believe are directly relevant to Huntsman’s business and its current challenges and opportunities.

Long-Term Stockholders Have Suffered From Significant Stock Price Underperformance

Since the IPO, the Company’s stock price has significantly underperformed its Proxy Performance Peers, and both the chemicals and broader market indices.

The Company Has Repeatedly Missed Its Financial Commitments to Stockholders

Over the past decade, the Company has repeatedly made financial commitments to stockholders, and consistently failed to deliver on those commitments. In particular, the Company presented Adjusted EBITDA targets to stockholders at three sequential Investor Days – 2014, 2016, and 2018 – and failed to achieve all three targets.

At Huntsman’s 2014 Investor Day, the Company committed to achieving $2.0 billion of Adjusted EBITDA over the following two to three years. Unfortunately, Adjusted EBITDA declined by more than $350 million between 2014 and 2016, ending with only $1.1 billion, which was approximately 44% below the $2.0 billion target that had previously been presented to stockholders.

At Huntsman’s 2016 Investor Day, the Company believed it could achieve $1.7 billion of Adjusted EBITDA by the end of 2017 if conditions in its volatile titanium dioxide (“TiO2”) business were to normalize. However, setting the TiO2 business aside, the Company was confident that its remaining businesses could generate $1.3 billion of Adjusted EBITDA over the same time period. The TiO2 business was spun-off in mid-2017, and unfortunately, the remaining core business not only fell short of expectations, but would have performed significantly worse had it not been for a one-time $125 million benefit from a commodity price spike that management acknowledged was unlikely to reoccur. 

At Huntsman’s 2018 Investor Day, the Company set a target for 10% Adjusted EBITDA CAGR over three years, and additionally outlined a plan to improve its share price by $27 over the same time frame, implying Huntsman stock should be worth $60 per share by the end of 2020. Unfortunately, even before the onset of the global pandemic, Adjusted EBITDA had already declined by over 20% between 2018 and 2019, and the Company’s stock price had declined from the low-$30s into the mid-$20s, which was well below the $60 price target implied at the Company’s 2018 Investor Day.

Collectively, we believe the Company’s years of missed execution and broken promises have severely eroded stockholder confidence, resulting in significant long-term stock price underperformance versus peers, and against the chemical and broader market indices. While we remain hopeful that the Company will achieve and exceed its new 2021 Investor Day targets, we are highly concerned that continued poor execution and lack of accountability will once again lead to stockholder disappointment. As a result, we not only strongly believe that further Board refreshment is necessary, but also believe our proposed nominees, who are highly experienced and qualified board members, are the right individuals needed to hold management accountable for achieving or exceeding the Company’s new financial targets.

We Believe the Board Has Not Fostered a Culture of Accountability

While we are certainly disappointed by the Company’s track record of poor execution, we believe such extended mediocrity has largely been enabled by the Board’s seeming indifference and unwillingness to demand accountability. A review of management’s historical short-term incentive compensation plans reveals a consistent disparity between the Board’s targets for management, and management’s commitments to stockholders.

For background, Adjusted EBITDA is a metric used to determine management’s short-term incentive compensation.² As such, we would have expected the Board to set Adjusted EBITDA targets to reflect commitments made to stockholders at the Company’s various investor days. Unfortunately, the Board does not appear to have been interested in fostering a culture of accountability.

At Huntsman’s 2014 Investor Day, the Company committed to achieving $2.0 billion of Adjusted EBITDA within the next two to three years. However, by 2016, the Board’s Adjusted EBITDA target for management’s short-term compensation plan not only remained more than $500 million below the Company’s $2.0 billion target, but had also been lowered relative to the prior year.

At Huntsman’s 2016 Investor Day, the Company committed to achieving $1.4 - $1.7 billion of Adjusted EBITDA by 2017 ($1.3 billion of Adjusted EBITDA in the core Huntsman businesses and $100 - $400 million of Adjusted EBITDA in the TiO2 business). However, the Board again set targets far below what was promised to stockholders. In fact, the Board’s Adjusted EBITDA targets, which included contribution from the Company’s TiO2 business, were so modest that they were even lower than the ex-TiO2 Adjusted EBITDA target previously communicated to stockholders.

² For clarity, the Company refers to Adjusted EBITDA as “Corporate Adjusted EBITDA” in its proxy filings when discussing short-term incentive compensation.

At Huntsman’s 2018 Investor Day, the Company committed to an Adjusted EBITDA CAGR of greater than 10% through 2020. Despite this commitment, and even before the impact of COVID was known, the Board had lowered its target for management to negative 2% CAGR versus the positive 10% CAGR that the Company had previously targeted. Once again, the Board seemed to demonstrate no intention of holding management accountable for the Company’s commitments to stockholders.

We are highly concerned by the Board’s tendency over many years to be undemanding of management. We believe this apparent inability or unwillingness to demand accountability has not only enabled the Company’s track record of poor execution, but also eroded the Company’s credibility with both stockholders and investment analysts. Further, we are highly concerned with the Board’s willingness to set internal compensation goals meaningfully below the Company’s publicly committed targets and believe there is a need for strong and capable independent Board members to improve Board oversight and accountability.

We Believe the Board’s Recent Actions Are Reactive and Serve to Disenfranchise Stockholders

We believe years of operational underperformance have created significant, deep-seated skepticism among the stockholder base, not only skepticism that the Company will finally begin to deliver on its commitments, but also skepticism that the Board will finally hold management accountable if it falters. While the Company has added new directors in recent years, we believe stockholders should be incredibly concerned by the Board’s recent actions and question whether new faces in the boardroom are simply perpetuating old stockholder-unfriendly tendencies.

By way of brief background, we had hoped to collaborate with the Company on a plan for Board refreshment to bring talented, objective, independent and fervent stockholder advocates into the boardroom. We had explained to the Company that the timing of such refreshment seemed appropriate as a number of long-tenured and highly conflicted incumbent directors were nearing or had already surpassed the Company’s mandated retirement age. However, rather than engage constructively with us despite our sincere efforts, the Board chose to react in a highly defensive manner, taking three distinct actions that we believe were intended to disenfranchise stockholders:

Collectively, the Board’s recent stockholder-unfriendly actions have provided us further conviction that change is necessary. Stockholders deserve a Board that can provide proper independence, governance, and accountability, and we firmly believe that the Board, as currently constituted appears to lack the independent strength, skill, and experience to fervently represent the best interests of all stockholders.

We Believe Huntsman Needs a Reconstituted Board to Restore Credibility with Stockholders

Our goal is to create value for the benefit of all stockholders. We believe that Huntsman has the potential to become a best-in-class differentiated chemicals company. However, poor operational execution, insufficient accountability, and poor Board oversight have contributed to financial results that dramatically understate the intrinsic potential of the Company’s assets.

Over the past few months, Huntsman has not only presented stockholders with financial targets that seem to promise a better future, but has also asked stockholders to trust management and the Board to finally execute with excellence. We have no doubt that Huntsman’s assets are capable of much more than historical results might suggest, but we also believe that Huntsman needs better oversight and appropriate guidance to significantly improve its financial trajectory.

To this end, we are seeking to elect four (4) distinguished and well-qualified individuals to serve as directors of Huntsman. Over the coming weeks and months, we look forward to sharing our detailed views and plans for Huntsman, which will include, among others, plans to improve the Company’s operating performance and governance practices. If elected, our Nominees are prepared to work constructively with their fellow Board members to ensure accountability and improve operational execution in order to maximize value for all of Huntsman’s stockholders. We look forward to engaging with you as we approach the Annual Meeting. 

__________________________

³ The initial director nomination deadline for the Annual Meeting was January 28, 2022, which was abridged pursuant to the Company’s Bylaws to January 12, 2022 following the Company’s announcement in a press release issued on January 2, 2022 that the Annual Meeting would be held more than 30 days earlier than the anniversary of the Company’s 2021 Annual Meeting of Stockholders.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board is currently composed of fourteen (14) directors, each with terms expiring at the Annual Meeting. The Company has announced that four (4) of is fourteen (14) directors, Nolan D. Archibald, M. Anthony Burns, Sir Robert J. Margetts and Wayne A. Reaud, will be retiring from the Board immediately before the Annual Meeting, meaning ten (10) directors will be up for election at the Annual Meeting.  We are seeking your support at the Annual Meeting to elect our four (4) Nominees, James L. Gallogly, Sandra Beach Lin, Susan C. Schnabel and Jeffrey C. Smith. Your vote to elect our Nominees will have the legal effect of replacing four (4) incumbent directors of the Company with our Nominees. If elected, our Nominees will represent a minority of the members of the Board and therefore it is not guaranteed that they will be able to implement any actions that they may believe are necessary to enhance stockholder value, including the implementation of our comprehensive plans for the Company, which we plan to release in the coming weeks. There is no assurance that any incumbent director will serve as a director if our Nominees are elected to the Board. You should refer to the Company’s proxy statement for the names, background, qualifications and other information concerning the Company’s nominees.

THE NOMINEES

The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of each of the Nominees. The nominations were made in a timely manner and in compliance with the applicable provisions of the Company’s governing instruments. The specific experience, qualifications, attributes and skills that led us to conclude that the Nominees should serve as directors of the Company are set forth above in the section entitled “Reasons for the Solicitation” and below. This information has been furnished to us by the Nominees. All of the Nominees are citizens of the United States.

James L. Gallogly, age 69, is the former Chief Executive Officer of LyondellBasell Industries N.V. (NYSE: LYB), a global plastic, chemical and refining company, from May 2009 until his retirement in January 2015, where he also served as Chairman of the Management Board from May 2010 to January 2015. Prior to that, Mr. Gallogly held several executive roles at ConocoPhillips (NYSE: COP), an energy company, including Executive Vice President of Worldwide Exploration and Production from October 2008 to May 2009, and Executive Vice President of Refining, Marketing and Transportation, from April 2006 to October 2008. From 2000 to 2006, he was President and Chief Executive Officer of Chevron Phillips Chemical Company, LLC, a global plastics and chemical company. Mr. Gallogly began his career with Phillips Petroleum Company in 1980, serving in a variety of legal, financial and operational positions including Vice President of Plastics, Vice President of Olefins and Polyolefins and Senior Vice President of Chemicals and Plastics. Mr. Gallogly served on the board of directors of Continental Resources, Inc. (NYSE: CLR), a petroleum and natural gas exploration and production company, from May 2017 to May 2018, and E. I. du Pont de Nemours and Company (n/k/a DuPont de Nemours, Inc.)(NYSE: DD), a chemicals, agriculture and specialty products company, from February 2015 to August 2017. Mr. Gallogly serves as the Vice Chairman of the University Cancer Foundation Board of Visitors at the University of Texas M.D. Anderson Cancer Center. He previously served on the boards of the American Chemistry Council, the American Plastics Council, the National Petrochemical and Refiners Association, Junior Achievement of Southeast Texas and the American Petroleum Institute. Mr. Gallogly most recently served as the President of the University of Oklahoma, from July 2018 to May 2019, and is currently involved in philanthropy, ranching and private investing. Mr. Gallogly holds a B.A. from the University of Colorado at Colorado Springs and a J.D. from the University of Oklahoma. Mr. Gallogly is a graduate of the Advanced Executive Program at the Kellogg Graduate School of Management at Northwestern University.

Starboard believes Mr. Gallogly’s significant executive experience in the chemical industry and his knowledge of capital markets, environmental management, global business, corporate governance, portfolio assessment and business transformation, will make him a valued addition to the Board.

Sandra Beach Lin, age 63, currently serves as a member of the board of directors of each of Trinseo PLC (NYSE: TSE) (f/k/a Trinseo S.A.), a global materials solutions provider and manufacturer of plastics and latex binders with a focus on delivering innovative, sustainable, and value-creating products, since November 2019; Avient Corporation (NYSE: AVNT) (f/k/a PolyOne Corporation), a leading provider of specialized and sustainable material solutions, since May 2013; Interface Biologics Inc. (“Interface”), a privately held, commercial stage developer of innovative material science technologies for Medtech and Pharmaceutical applications, since October 2012; Ripple Therapeutics Inc., a therapeutics and drug delivery company and Interface spin-off, since January 2020; and American Electric Power Company, Inc. (NASDAQ: AEP), one of the largest electric energy companies in the United States, since July 2012. Previously, Ms. Lin served as President and Chief Executive Officer of Calisolar, Inc. (n/k/a Silicor Materials Inc.), a global leader in the production of solar silicon, from August 2010 to December 2011; Executive Vice President, then Corporate Executive Vice President of Celanese Corporation (NYSE: CE), a global hybrid chemical company, from 2007 to 2010; Group Vice President of Avery Dennison Corporation (NYSE: AVY), a global materials science company specializing in the design and manufacture of a wide variety of labeling and functional materials, from 2005 to 2007; President of Alcoa Closure Systems International, a division of Alcoa Incorporated, a global aluminum leader, from 2002 to 2005; and in various executive positions at Honeywell International Inc. (NASDAQ: HON), a diversified manufacturing and technology company, from 1994 to 2001. Ms. Lin previously served on the board of directors of WESCO International, Inc. (NYSE: WCC), a leading provider of business-to-business distribution, logistics services and supply chain solutions, from 2002 to May 2019. Ms. Lin received her MBA in Marketing and Policy and Control from the Stephen M. Ross School of Business at the University of Michigan and her BBA in General Management from the University of Toledo.

Starboard believes Ms. Lin’s extensive senior executive experience managing large global businesses in multiple industries and her experience as a public company director will make her a valuable addition to the Board.

Susan C. Schnabel, age 60, is the Co-Founder and Co-Managing Partner of aPriori Capital Partners L.P. (“aPriori Capital”), an independent leveraged buyout fund advisor created in connection with the spin-off of DLJ Merchant Banking Partners from Credit Suisse in 2014. Prior to forming aPriori Capital, Ms. Schnabel worked at Credit Suisse as a Managing Director in the Asset Management Division and Co-Head of DLJ Merchant Banking, from 1998 to 2014. Prior to that, Ms. Schnabel served as Chief Financial Officer of PetSmart, Inc. (formerly NASDAQ:PETM), a retail chain engaged in the sale of pet animal products and services. Currently, Ms. Schnabel serves as a member of the Board of Directors of Altice USA, Inc., an American cable television provider, since June 2021, and as the Chair of the Audit Committee of Kayne Anderson BDC, Inc., a closed-end, non-diversified management investment company that qualifies as a business development company, since October 2020. She previously served as a member of the Board of Directors of each of Versum Materials, Inc. (formerly NYSE: VSM), a leading electronic materials company, from September 2016 until it was acquired by Merck KGaA, Darmstadt, Germany in October 2019, STR Holdings, Inc. (NYSE: STRI), a provider of encapsulants to the solar industry, from 2007 to 2014, Neiman Marcus, a luxury department store chain, from October 2010 to October 2013, Pinnacle Gas Resources, Inc. (formerly NASDAQ: PINN) (n/k/a Summit Gas Resources, Inc.), an independent energy company, from 2005 to 2011, Rockwood Holdings, Inc. (formerly NYSE: ROC), a performance additives and titanium dioxide business, from 2004 to 2009, and Shoppers Drug Mart Corporation (TSX: SC), a Canadian retail pharmacy chain, from 2001 to 2004. She has also served on a number of other boards, including Visant Corp, Jostens Inc, Arcade Bioplan, Merrill Corp. (n/k/a Datasite), Deffenbaugh Industries, DeCrane Aircraft Holdings, Inc., Enduring Resources, LLC, Laramie Energy LLC, Target Media Partners and Total Safety USA. Ms. Schnabel also serves as a Trustee of Cornell University (Finance Committee and Investment Committee), as a member of each of the California Institute of Technology - Investment Committee, the US Olympic & Paralympic Foundation Board of Directors - Finance Committee, and formerly served on the Board of Directors of the Los Angeles Music Center Foundation - Treasurer and Investment Committee. In addition, Ms. Schnabel recently completed her term on The Harvard Business School Alumni Advisory Board where she served on the Executive Committee. Ms. Schnabel received her B.S. in Chemical Engineering from Cornell University and her MBA from Harvard Business School.

Starboard believes Ms. Schnabel’s substantial business experience, coupled with her extensive experience serving as a director of public and private companies will make her a valuable addition to the Board.

Jeffrey C. Smith, age 49, is a Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP, a New York-based investment adviser with a focused and fundamental approach to investing primarily in publicly traded U.S. companies. Prior to founding Starboard Value LP in April 2011, Mr. Smith was a Partner Managing Director of Ramius LLC (“Ramius”), a subsidiary of the Cowen Group, Inc. (“Cowen”), and the Chief Investment Officer of the Ramius Value and Opportunity Master Fund Ltd. Mr. Smith was also a member of Cowen’s Operating Committee and Cowen’s Investment Committee. Prior to joining Ramius in January 1998, he served as Vice President of Strategic Development of The Fresh Juice Company, Inc. (formerly NASDAQ: FRSH). He currently serves as the Chair of the Board of Directors of Papa John’s International, Inc. (NASDAQ: PZZA), the world’s third-largest pizza delivery company, since joining the Board of Directors in February 2019 and as a member of the Board of Directors of Cyxtera Technologies, Inc. (NYSE: CYXT) (“Cyxtera”), a provider of data center colocation, enterprise bare metal, and interconnectivity services from a footprint of sixty-two data centers around the world, since July 2021. Mr. Smith was formerly the Chair of the Board of Directors of Starboard Value Acquisition Corp. (formerly NASDAQ: SVAC), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, from November 2019 until it merged with Cyxtera in July 2021; Advance Auto Parts, Inc. (NYSE: AAP), one of the largest retailers of automotive replacement parts and accessories in the United States, from May 2016 to May 2020; Darden Restaurants, Inc. (NYSE: DRI), a multi-brand restaurant operator, from October 2014 to April 2016; and Phoenix Technologies Ltd. (formerly NASDAQ: PTEC), a provider of core systems software products, services, and embedded technologies, from November 2009 until the sale of the company to Marlin Equity Partners in November 2010. In addition, Mr. Smith previously served on the Board of Directors of a number of public companies, including: Perrigo Company plc (NYSE; TASE: PRGO), a leading global healthcare company, from February 2017 to August 2019; Yahoo! Inc. (formerly NASDAQ: YHOO), a web services provider, from April 2016 until its operating business was sold to Verizon Communications Inc. in June 2017; Quantum Corporation (NASDAQ: QMCO) (formerly NYSE: QTM), a global expert in data protection and big data management, from May 2013 to May 2015; Office Depot, Inc. (formerly NYSE: ODP) (n/k/a The ODP Corporation)(NASDAQ: ODP), an office supply company, from August 2013 to September 2014; Regis Corporation (NASDAQ: RGS), a global leader in beauty salons, hair restoration centers and cosmetology education, from October 2011 until October 2013; Surmodics, Inc. (NASDAQ: SRDX), a leading provider of drug delivery and surface modification technologies to the healthcare industry, from January 2011 to August 2012; Zoran Corporation (formerly NASDAQ: ZRAN), a provider of digital solutions in the digital entertainment and digital imaging market, from March 2011 until its merger with CSR plc in August 2011; Actel Corporation (formerly NASDAQ: ACTL), a provider of power management solutions, from March 2009 until its sale to Microsemi Corporation in October 2010; Kensey Nash Corporation (formerly NASDAQ: KNSY), a medical technology company, from December 2007 to February 2009; S1 Corporation (formerly NASDAQ: SONE), a provider of customer interaction software for financial and payment services, from May 2006 to September 2008; and The Fresh Juice Company, Inc., from 1996 until its sale to the Saratoga Beverage Group, Inc. in 1998. Mr. Smith began his career in the Mergers and Acquisitions department at Société Générale. Mr. Smith graduated from The Wharton School of Business at The University of Pennsylvania, where he received a B.S. in Economics.

Starboard believes Mr. Smith’s extensive knowledge of the capital markets, corporate finance, and public company governance practices, together with his significant public company board experience, would make him a valuable asset to the Board.

The principal business address of Mr. Gallogly is 4401 North Capital of Texas Highway, Austin, Texas 78746. The principal business address of Ms. Lin is 3754 Melville Circle, Flower Mound, Texas 75022. The principal business address of Ms. Schnabel is 3303 FarView Drive, Austin, Texas 78730. The principal business address of Mr. Smith is c/o Starboard Value LP, 777 Third Avenue, 18th Floor, New York, New York 10017.

As of the date hereof, Mr. Smith does not directly own beneficially or of record any securities of the Company. Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to beneficially own the 18,817,818 shares of Common Stock beneficially owned in the aggregate by Starboard as further explained elsewhere in this Proxy Statement. For information regarding transactions in securities of the Company during the past two years by Starboard, please see Schedule I attached hereto.

As of the date hereof, Mr. Gallogly directly beneficially owns 655 shares of Common Stock. For information regarding transactions in securities of the Company during the past two years by Mr. Gallogly, please see Schedule I.

As of the date hereof, Ms. Lin beneficially owns 1,332 shares of Common Stock held jointly with her spouse. For information regarding transactions in securities of the Company during the past two years by Ms. Lin, please see Schedule I.

As of the date hereof, Ms. Schnabel beneficially owns 1,000 shares of Common Stock held jointly with her spouse. For information regarding transactions in securities of the Company during the past two years by Ms. Schnabel, please see Schedule I.

Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard P LP, Starboard P GP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard Echo II LLC, Starboard Leaders Fund, Starboard A LP, Starboard A GP, Starboard X Master, Starboard G LP, Starboard G GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, Mr. Feld and the Nominees (collectively, the “Group”) entered into a Joint Filing and Solicitation Agreement in which, among other things, (i) the Group agreed to solicit proxies or written consents for the election of the Nominees, or any other person(s) nominated by Starboard V&O Fund, to the Board at the Annual Meeting, (ii) the Group agreed to take all other action the Group deems necessary or advisable to achieve the foregoing, and (iii) Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard P LP, Starboard L Master, Starboard Echo II LLC, Starboard X Master, Starboard G LP and Starboard Value LP through the Starboard Value LP Account agreed to bear all expenses incurred in connection with the Group’s activities, including approved expenses incurred by any of the parties in connection with the solicitation, subject to certain limitations.

Each of the Nominees, as a member of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the shares of Common Stock owned in the aggregate by the other members of the Group. Each of the Nominees specifically disclaims beneficial ownership of the shares of Common Stock owned by the other members of the Group. For information regarding transactions in securities of the Company during the past two years by the participants in this solicitation, see Schedule I.

Starboard V&O Fund has signed separate letter agreements with each of the Nominees (other than Mr. Smith) pursuant to which it and its affiliates have agreed to indemnify such Nominees against certain claims arising from the solicitation of proxies from the Company’s stockholders in connection with the Annual Meeting and any related transactions. For the avoidance of doubt, such indemnification does not apply to any claims made against such Nominees in their capacities as directors of the Company, if so elected.

Starboard V&O Fund has signed compensation letter agreements (the “Compensation Letter Agreements”) with each of the Nominees (other than Ms. Lin and Mr. Smith), pursuant to which it has agreed to pay each of such Nominees: (i) $25,000 in cash as a result of the submission by Starboard V&O Fund of its nomination of each of such Nominees to the Company and (ii) $25,000 in cash upon the filing by Starboard V&O Fund of a definitive proxy statement with the SEC relating to the solicitation of proxies in favor of such Nominees’ election as directors of the Company. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed to use the after-tax proceeds from such compensation to acquire securities of the Company (the “Nominee Shares”) at such time that each of such Nominees shall determine, but in any event no later than fourteen (14) days after receipt of such compensation, subject to Starboard V&O Fund’s right to waive the requirement to purchase the Nominee Shares. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed not to sell, transfer or otherwise dispose of any Nominee Shares until the earliest to occur of (i) the Company’s appointment or nomination of such Nominee as a director of the Company, (ii) the date of any agreement with the Company in furtherance of such Nominee’s nomination or appointment as a director of the Company, (iii) Starboard V&O Fund’s withdrawal of its nomination of such Nominee for election as a director of the Company, and (iv) the date of the Annual Meeting; provided, however, in the event that the Company enters into a business combination with a third party, each of such Nominees, may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

Starboard believes that each Nominee presently is, and if elected as a director of the Company, each of the Nominees would be, an “independent director” within the meaning of (i) applicable New York Stock Exchange (“NYSE”) listing standards applicable to board composition and (ii) Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the foregoing, Starboard acknowledges that no director of a NYSE listed company qualifies as “independent” under the NYSE listing standards unless the board of directors affirmatively determines that such director is independent under such standards. Accordingly, Starboard acknowledges that if any Nominee is elected, the determination of the Nominee’s independence under the NYSE listing standards ultimately rests with the judgment and discretion of the Board. No Nominee is a member of the Company’s compensation, nominating or audit committee that is not independent under any such committee’s applicable independence standards.

Other than as stated herein, and except for compensation received by Mr. Smith as an employee of Starboard Value LP, there are no arrangements or understandings between Starboard and any of the Nominees or any other person or persons pursuant to which the nomination of the Nominees described herein is to be made, other than the consent by each of the Nominees to be named in this Proxy Statement and to serve as a director of the Company if elected as such at the Annual Meeting.  None of the Nominees is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries in any material pending legal proceedings.

We do not expect that any of the Nominees will be unable to stand for election, but, in the event any Nominee is unable to serve or for good cause will not serve, the shares of Common Stock represented by the enclosed BLUE proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Company’s Bylaws and applicable law. In addition, we reserve the right to nominate substitute person(s) if the Company makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Nominee, to the extent this is not prohibited under the Bylaws and applicable law. In any such case, shares of Common Stock represented by the enclosed BLUE proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors whose terms expire at the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Starboard that any attempt to increase the size of the current Board or to classify the Board constitutes an unlawful manipulation of the Company’s corporate machinery.

WE URGE YOU TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED BLUE PROXY CARD.

PROPOSAL NO. 2

NON-BINDING ADVISORY VOTE TO APPROVE THE

COMPENSATION OF HUNTSMAN’S NAMED EXECUTIVE OFFICERS

As disclosed in the Company’s proxy statement, under Section 14A of the Exchange Act, the Company’s stockholders are entitled to vote on a proposal to approve on an advisory (non-binding) basis, the compensation of the named executive officers. This proposal, commonly known as a “say-on-pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in the Company’s proxy statement. Accordingly, the Company is asking stockholders to vote for the following resolution:

“RESOLVED, that the stockholders of Huntsman Corporation approve, on a non-binding advisory basis, the compensation of its named executive officers as disclosed in the Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and disclosures.”

According to the Company’s proxy statement, the advisory vote on this proposal is not binding upon the Company, however, the Company’s Compensation Committee, which is responsible for designing and administering its executive compensation program, will consider the outcome of the vote when making future compensation decisions for its named executive officers.

WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “AGAINST” THIS PROPOSAL.

PROPOSAL NO. 3

RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As discussed in further detail in the Company’s proxy statement, the Audit Committee of the Board has appointed Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm and to audit its consolidated financial statements for the fiscal year ending December 31, 2022. The Company is submitting its selection of Deloitte & Touche LLP to stockholders for ratification at the Annual Meeting. According to the Company’s proxy statement, if the selection of the independent registered public accounting firm is not ratified, the Audit Committee will reconsider its selection of Deloitte & Touche LLP for future years.

WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL. 

PROPOSAL NO. 4

STOCKHOLDER PROPOSAL TO LOWER OWNERSHIP THRESHOLD FOR SPECIAL MEETING OF STOCKHOLDERS TO 10%

As discussed in further detail in the Company’s proxy statement, John Chevedden, a stockholder of the Company, has submitted a proposal to the Company which calls for the Board to take the steps necessary to lower the ownership threshold to 10% for stockholders of the Company to call a special meeting of stockholders. The text of Mr. Chevedden’s proposal follows:

“Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.

One of the main purposes of this proposal is to give shareholders the right to formally participate in calling for a special shareholder meeting regardless of their length of stock ownership to the fullest extent possible.

It is important to adopt this proposal because all Huntsman shares not held for one continuous year are 100% disqualified from formally participating in the call for a special shareholder meeting. Under this ill-conceived rule management discriminates against shareholders who bought Huntsman stock during the past 12 months.

Such shareholders are now second-class shareholders as far as having input to management. And shareholders who recently made the investment decision to buy Huntsman stock or increase their holdings can be the most informed shareholders.

This proposal is also more important to Huntsman shareholders because we do not have a right to act by written consent. Many companies provide for shareholders to have both the right to call a special shareholder meeting and a right to act by written consent.

Plus Huntsman shareholders gave 43%-support to a 2021 shareholder proposal to provide for a shareholder right to act by written consent. This 43%-support may have represented 51%-support from the shares that have access to independent proxy voting advice and are not forced to rely on biased management voting advice.

Special shareholder meetings allow shareholders to vote on important matters, such as electing new directors with special expertise or independence that may be lacking in our current or future directors as was the case with the 3 new Exxon directors supported by the Engine No. 1 hedge fund at the 2021 Exxon annual meeting.

Our management is best served by providing the means for 10% of shareholders, who may have special expertise, to bring emerging opportunities or solutions to problems to the attention of management and all shareholders.

A reasonable shareholder right to call for a special shareholder meeting can make shareholder engagement meaningful. If management is insincere in its shareholder engagement, a right for shareholders to call for a special meeting can make management think twice about insincerity.

It is important to remember that management can abruptly discontinue any shareholder engagement program if it fails to give mostly cheerleading input to management. A more reasonable shareholder right to call for a special shareholder meeting will help ensure that management engages with shareholders in good faith because shareholders will have a viable Plan B as an option.

Please vote yes:

Special Shareholder Meeting Improvement—Proposal 4”

WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.

VOTING AND PROXY PROCEDURES

According to the Company’s proxy statement, holders of Common Stock are entitled to one vote for each share of Common Stock held of record on the Record Date with respect to each matter to be acted on at the Annual Meeting. Only stockholders of record on the Record Date will be entitled to notice of and to vote at the Annual Meeting. Stockholders who sell their shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares of Common Stock. Stockholders of record on the Record Date will retain their voting rights in connection with the Annual Meeting even if they sell such shares of Common Stock after the Record Date. Based on publicly available information, Starboard believes that the only outstanding class of securities of the Company entitled to vote at the Annual Meeting is the Common Stock.

Shares of Common Stock represented by properly executed BLUE proxy cards will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of the Nominees and FOR the election of the Company’s nominees other than Mary C. Beckerle, Daniele Ferrari, José Muñoz, and Cynthia L. Egan, AGAINST the advisory (non-binding) proposal concerning the Company’s executive compensation program, FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, FOR the stockholder proposal to lower the ownership threshold for special meetings of stockholders to 10%, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting, as described herein.

The Board is currently composed of fourteen (14) directors, each with terms expiring at the Annual Meeting. The Company has announced that four (4) of the Company’s fourteen (14) directors will be retiring from the Board immediately before the Annual Meeting, meaning ten (10) directors will be up for election at the Annual Meeting. This Proxy Statement is soliciting proxies to elect our four (4) Nominees. To the extent that ten (10) directors are up for election at the Annual Meeting, stockholders who vote on the enclosed BLUE proxy card will also have the opportunity to vote for the candidates who have been nominated by the Company other than Mary C. Beckerle, Daniele Ferrari, José Muñoz, and Cynthia L. Egan. Stockholders will therefore be able to vote for the total number of directors up for election at the Annual Meeting. Under applicable proxy rules, we are required either to solicit proxies only for our Nominees, which could result in limiting the ability of stockholders to fully exercise their voting rights with respect to the Company’s nominees, or to solicit for our Nominees while also allowing stockholders to vote for fewer than all of the Company’s nominees, which enables a stockholder who desires to vote for our Nominees to also vote for certain of the Company’s nominees. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees.  In the event that some of our Nominees are elected, there can be no assurance that the Company’s nominees who get the most votes and are elected to the Board will choose to serve on the Board with the Nominees who are elected. 

While we currently intend to vote all of the Starboard Group Shares in favor of the election of the Nominees, we reserve the right to vote some or all of the Starboard Group Shares for some or all of the Company’s director nominees, as we see fit, in order to achieve a Board composition that we believe is in the best interest of all stockholders. Stockholders should understand, however, that all shares of Common Stock represented by the enclosed BLUE proxy card will be voted at the Annual Meeting as marked.

QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING

A quorum is the minimum number of shares of Common Stock that must be represented at a duly called meeting in person or by proxy in order to legally conduct business at the meeting under the Company’s Bylaws and Delaware Law. A majority of the voting power of all outstanding shares of Common Stock entitled to vote in the election of directors, properly represented in person or by proxy, is required for a quorum at the Annual Meeting.

Abstentions, withhold votes and “broker non-votes” are counted as shares present and entitled to vote for purposes of determining a quorum. However, if you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote (a “broker non-vote”). Under applicable rules, your broker will not have discretionary authority to vote your shares at the Annual Meeting on any of the proposals.

If you are a stockholder of record, you must deliver your vote by mail, the Internet, by telephone or attend the Annual Meeting in order to be counted in the determination of a quorum.

VOTES REQUIRED FOR APPROVAL

Election of Directors ─ The Company has adopted a majority vote standard for non-contested director elections and a plurality vote standard for contested director elections. As a result of our nomination of the Nominees, the director election at the Annual Meeting will be contested, so the ten (10) director nominees who receive the most affirmative votes at the Annual Meeting will be elected to the Board. You may not cumulate your votes in the election of directors. Abstentions, withhold votes, and any broker non-votes will have no effect on the outcome of this proposal.

Advisory Vote on Executive Compensation ─ According to the Company’s proxy statement, the vote to approve, on an advisory basis, the compensation of the Company’s named executive officers requires the approval of a majority of the voting power of the shares of Common Stock present in person or by proxy and entitled to vote at the Annual Meeting. Abstentions are treated as shares present in person or by proxy and entitled to vote at the Annual Meeting and, therefore, will have the same effect as a vote “Against” this proposal. Any broker non-votes will have no effect on the outcome of this proposal.

Ratification of the Appointment of Accounting Firm ─ According to the Company’s proxy statement, the proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, requires the affirmative vote of a majority of the voting power of the shares of Common Stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote “Against” the proposal and any broker non-votes will have no effect on the outcome of this proposal.

Stockholder Proposal to Lower Ownership Threshold to Call a Special Meeting ─ According to the Company’s proxy statement, the vote to approve the stockholder proposal requires the affirmative vote of a majority of the voting power of the shares of Common Stock present in person or by proxy and entitled to vote at the Annual Meeting. Abstentions are treated as shares present in person or by proxy and entitled to vote at the Annual Meeting and, therefore, will have the same effect as a vote “Against” this proposal. Any broker non-votes will have no effect on the outcome of this proposal.

Under applicable Delaware law, none of the holders of Common Stock is entitled to appraisal rights in connection with any matter to be acted on at the Annual Meeting. If you sign and submit your BLUE proxy card without specifying how you would like your shares voted, your shares will be voted in accordance with Starboard’s recommendations specified herein and in accordance with the discretion of the persons named on the BLUE proxy card with respect to any other matters that may be voted upon at the Annual Meeting.

REVOCATION OF PROXIES

Stockholders of the Company may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will constitute a revocation of any earlier proxy. The revocation may be delivered either to Starboard in care of Okapi Partners at the address set forth on the back cover of this Proxy Statement or to the Company at 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 or any other address provided by the Company. Although a revocation is effective if delivered to the Company, we request that either the original or photostatic copies of all revocations be mailed to Starboard in care of Okapi Partners at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the Record Date of a majority of the outstanding shares of Common Stock. Additionally, Okapi Partners may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees.

IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE BOARD, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

SOLICITATION OF PROXIES

The solicitation of proxies pursuant to this Proxy Statement is being made by Starboard. Proxies may be solicited by mail, facsimile, telephone, Internet, in person and by advertisements.

Starboard V&O Fund has entered into an agreement with Okapi Partners for solicitation and advisory services in connection with this solicitation, for which Okapi Partners will receive a fee not to exceed $425,000, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. Okapi Partners will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders. Starboard V&O Fund has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares they hold of record. Starboard V&O Fund will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. It is anticipated that Okapi Partners will employ approximately 30 persons to solicit stockholders for the Annual Meeting.

The entire expense of soliciting proxies is being borne by Starboard. Costs of this solicitation of proxies are currently estimated to be approximately $1,300,000 (including, but not limited to, fees for attorneys, solicitors and other advisors, and other costs incidental to the solicitation). Starboard estimates that through the date hereof its expenses in furtherance of, or in connection with, the solicitation are approximately $700,000. The actual amount could be higher or lower depending on the facts and circumstances arising in connection with any solicitation. Starboard may seek reimbursement from the Company of all expenses it incurs in connection with this solicitation but does not intend to submit the question of such reimbursement to a vote of security holders of the Company. 

ADDITIONAL PARTICIPANT INFORMATION

The Nominees and the members of Starboard are participants in this solicitation. The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance stockholder value. Each of Starboard S LLC, a Delaware limited liability company, Starboard C LP, a Delaware limited partnership, Starboard P LP, a Cayman Islands exempted limited partnership, Starboard L Master, a Cayman Islands exempted limited partnership, Starboard Echo II LLC, a Delaware limited liability company, Starboard X Master, a Cayman Islands exempted company, and Starboard G LP, a Delaware limited partnership, has been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP, a Delaware limited partnership, provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard P LP, Starboard L Master, Starboard Echo II LLC, Starboard X Master, Starboard G LP and the Starboard Value LP Account and as the manager of Starboard S LLC. The principal business of Starboard P GP, a Delaware limited liability company, is serving as the general partner of Starboard P LP. The principal business of Starboard R LP, a Delaware limited partnership, is serving as the general partner of Starboard C LP and the managing member of Starboard P GP. The principal business of Starboard L GP, a Delaware limited partnership, is serving as the general partner of Starboard L Master. The principal business of Starboard R GP, a Delaware limited liability company, is serving as the general partner of Starboard R LP and Starboard L GP. The principal business of Starboard Leaders Fund, a Delaware limited partnership, is serving as a member of Starboard Echo II LLC. The principal business of Starboard A LP, a Delaware limited partnership, is serving as the general partner of Starboard Leaders Fund and the managing member of Starboard Echo II LLC and Starboard G GP. The principal business of Starboard A GP, a Delaware limited liability company, is serving as the general partner of Starboard A LP. The principal business of Starboard G GP, a Delaware limited liability company, is serving as the general partner of Starboard G LP. The principal business of Starboard Value GP, a Delaware limited liability company, is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co, a Delaware limited partnership, is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP, a Delaware limited liability company, serves as the general partner of Principal Co. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. Messrs. Smith and Feld are citizens of the United States of America.

The address of the principal office of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard P LP, Starboard P GP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard Echo II LLC, Starboard Leaders Fund, Starboard A LP, Starboard A GP, Starboard X Master, Starboard G LP, Starboard G GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017.

As of the date hereof, Starboard V&O Fund beneficially owns 8,174,516 shares of Common Stock. As of the date hereof, Starboard S LLC beneficially owns 1,390,834 shares of Common Stock. As of the date hereof, Starboard C LP beneficially owns 830,599 shares of Common Stock. As of the date hereof, Starboard P LP beneficially owns 1,267,328 shares of Common Stock. As of the date hereof, Starboard L Master beneficially owns 581,804 shares of Common Stock. As of the date hereof, Starboard Echo II LLC beneficially owns 190,258 shares of Common Stock. As of the date hereof, Starboard X Master beneficially owns 1,787,656 shares of Common Stock. As of the date hereof, Starboard G LP beneficially owns 2,727,115 shares of Common Stock. As of the date hereof, 1,867,708 shares of Common Stock were held in a certain account managed by Starboard Value LP (the “Starboard Value LP Account”). Starboard P GP, as the general partner of Starboard P LP, may be deemed the beneficial owner of the 1,267,328 shares owned by Starboard P LP. Starboard R LP, as the general partner of Starboard C LP and the managing member of Starboard P GP, may be deemed the beneficial owner of the (i) 830,599 shares owned by Starboard C LP and (ii) 1,267,328 shares owned by Starboard P LP. Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 581,804 shares owned by Starboard L Master. Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 830,599 shares owned by Starboard C LP, (ii) 1,267,328 shares owned by Starboard P LP and (iii) 581,804 shares owned by Starboard L Master. Starboard Leaders Fund, as a member of Starboard Echo II LLC, may be deemed the beneficial owner of the 190,258 shares owned by Starboard Echo II LLC. Starboard A LP, as the general partner of Starboard Leaders Fund and the managing member of Starboard Echo II LLC and Starboard G GP, may be deemed the beneficial owner of the (i) 190,258 shares owned by Starboard Echo II LLC and (ii) 2,727,115 shares owned by Starboard G LP. Starboard A GP, as the general partner of Starboard A LP, may be deemed the beneficial owner of the (i) 190,258 shares owned by Starboard Echo II LLC and (ii) 2,727,115 shares owned by Starboard G LP. Starboard G GP, as the general partner of Starboard G LP, may be deemed the beneficial owner of the 2,727,115 shares owned by Starboard G LP. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard P LP, Starboard L Master, Starboard Echo II LLC, Starboard X Master, Starboard G LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 8,174,516 shares beneficially owned by Starboard V&O Fund, (ii) 1,390,834 shares owned by Starboard S LLC, (iii) 830,599 shares owned by Starboard C LP, (iv) 1,267,328 shares owned by Starboard P LP, (v) 581,804 shares owned by Starboard L Master, (vi) 190,258 shares owned by Starboard Echo II LLC, (vii) 1,787,656 shares owned by Starboard X Master, (viii) 2,727,115 shares owned by Starboard G LP and (ix) 1,867,708 shares held in the Starboard Value LP Account. Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 8,174,516 shares beneficially owned by Starboard V&O Fund, (ii) 1,390,834 shares owned by Starboard S LLC, (iii) 830,599 shares owned by Starboard C LP, (iv) 1,267,328 shares owned by Starboard P LP, (v) 581,804 shares owned by Starboard L Master, (vi) 190,258 shares owned by Starboard Echo II LLC, (vii) 1,787,656 shares owned by Starboard X Master, (viii) 2,727,115 shares owned by Starboard G LP and (ix) 1,867,708 shares held in the Starboard Value LP Account. Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 8,174,516 shares beneficially owned by Starboard V&O Fund, (ii) 1,390,834 shares owned by Starboard S LLC, (iii) 830,599 shares owned by Starboard C LP, (iv) 1,267,328 shares owned by Starboard P LP, (v) 581,804 shares owned by Starboard L Master, (vi) 190,258 shares owned by Starboard Echo II LLC, (vii) 1,787,656 shares owned by Starboard X Master, (viii) 2,727,115 shares owned by Starboard G LP and (ix) 1,867,708 shares held in the Starboard Value LP Account. Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 8,174,516 shares beneficially owned by Starboard V&O Fund, (ii) 1,390,834 shares owned by Starboard S LLC, (iii) 830,599 shares owned by Starboard C LP, (iv) 1,267,328 shares owned by Starboard P LP, (v) 581,804 shares owned by Starboard L Master, (vi) 190,258 shares owned by Starboard Echo II LLC, (vii) 1,787,656 shares owned by Starboard X Master, (viii) 2,727,115 shares owned by Starboard G LP and (ix) 1,867,708 shares held in the Starboard Value LP Account. Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 8,174,516 shares beneficially owned by Starboard V&O Fund, (ii) 1,390,834 shares owned by Starboard S LLC, (iii) 830,599 shares owned by Starboard C LP, (iv) 1,267,328 shares owned by Starboard P LP, (v) 581,804 shares owned by Starboard L Master, (vi) 190,258 shares owned by Starboard Echo II LLC, (vii) 1,787,656 shares owned by Starboard X Master, (viii) 2,727,115 shares owned by Starboard G LP and (ix) 1,867,708 shares held in the Starboard Value LP Account. Messrs. Smith and Feld share voting and dispositive power with respect to the 18,817,818 shares of Common Stock beneficially owned in the aggregate by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard P LP, Starboard L Master, Starboard Echo II LLC, Starboard X Master, Starboard G LP and held in the Starboard Value LP Account.

Each participant in this solicitation, as a member of a “group” with the other participants for the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to beneficially own the 18,820,805 shares of Common Stock owned in the aggregate by all of the participants in this solicitation. Each participant in this solicitation disclaims beneficial ownership of the shares of Common Stock he, she or it does not directly own. For information regarding purchases and sales of securities of the Company during the past two (2) years by the participants in this solicitation, see Schedule I.

The shares of Common Stock owned directly by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard P LP, Starboard L Master, Starboard Echo II LLC, Starboard X Master, Starboard G LP and Starboard Value LP through the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise set forth in Schedule I.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP through the Starboard Value LP Account previously entered into forward purchase contracts with Bank of America as the counterparty providing for the purchase of shares of Common Stock (the “BA Forward Contracts”). Each of the BA Forward Contracts had a final valuation date of September 6, 2022, however, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP through the Starboard Value LP Account had the ability to elect early settlement after serving notice to the counter-party of such intention at least two scheduled trading days in advance of the desired early final valuation date. The BA Forward Contracts provided for physical settlement. Until the settlement date, none of the BA Forward Contracts gave Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master or Starboard Value LP through the Starboard Value LP Account voting and dispositive control over the shares of Common Stock to which the BA Forward Contracts related. Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP through the Starboard Value LP Account exercised the BA Forward Contracts. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP through the Starboard Value LP Account is no longer a party to the BA Forward Contracts.

As set forth on Schedule I attached hereto, Starboard V&O Fund previously entered into forward purchase contracts with UBS as the counterparty providing for the purchase of shares of Common Stock (the “UBS Forward Contracts”). Each of the UBS Forward Contracts had a final valuation date of March 15, 2023, however, Starboard V&O Fund had the ability to elect early settlement after serving notice to the counter-party of such intention at least two scheduled trading days in advance of the desired early final valuation date. The UBS Forward Contracts provided for physical settlement. Until the settlement date, none of the UBS Forward Contracts gave Starboard voting or dispositive control over the shares of Common Stock to which the UBS Forward Contracts related. Starboard V&O Fund exercised the UBS Forward Contracts. Accordingly, Starboard V&O Fund is no longer a party to the UBS Forward Contracts.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master previously purchased exchange-listed American-style call options referencing an aggregate of 313,800 shares of Common Stock, 58,500 shares of Common Stock, 34,900 shares of Common Stock, 27,800 shares of Common Stock and 65,000 shares of Common Stock, respectively, which had an exercise price of $29.00 per share and expired on April 16, 2021. Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master sold such call options prior to their expiration. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master no longer has any exposure to such call options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master previously purchased exchange-listed American-style call options referencing an aggregate of 313,800 shares of Common Stock, 58,500 shares of Common Stock, 34,900 shares of Common Stock, 27,800 shares of Common Stock and 65,000 shares of Common Stock, respectively, which had an exercise price of $28.99 per share and expired on April 16, 2021. Each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master sold such call options prior to their expiration. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master no longer has any exposure to such call options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master previously sold short exchange-listed American-style put options referencing an aggregate of 125,500 shares of Common Stock, 23,400 shares of Common Stock, 14,000 shares of Common Stock, 11,100 shares of Common Stock and 26,000 shares of Common Stock, respectively, which had an exercise price of $25.00 per share and expired on April 16, 2021. These put options expired worthless pursuant to their terms. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master previously sold short exchange-listed American-style put options referencing an aggregate of 188,300 shares of Common Stock, 35,100 shares of Common Stock, 20,900 shares of Common Stock, 16,700 shares of Common Stock and 39,000 shares of Common Stock, respectively, which had an exercise price of $26.00 per share and expired on April 16, 2021. These put options expired worthless pursuant to their terms. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master no longer has any exposure to such put options.

As set forth on Schedule I attached hereto, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master previously sold short exchange-listed American-style put options referencing an aggregate of 100,500 shares of Common Stock, 18,600 shares of Common Stock, 11,000 shares of Common Stock, 8,900 shares of Common Stock and 21,000 shares of Common Stock, respectively, which had an exercise price of $29.00 per share and expired on May 21, 2021. These put options were assigned by the counterparties thereof and each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master thereby purchased an aggregate of 100,500 shares of Common Stock, 18,600 shares of Common Stock, 11,000 shares of Common Stock, 8,900 shares of Common Stock, and 21,000 shares of Common Stock, respectively. Accordingly, each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master no longer has any exposure to such put options.

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant in this solicitation or any of his, her or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his, her or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise, in any matter to be acted on at the Annual Meeting.

There are no material proceedings to which any participant in this solicitation or any of his, her or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to each of the Nominees, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past 10 years.

OTHER MATTERS AND ADDITIONAL INFORMATION

Starboard is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which Starboard is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed BLUE proxy card will vote on such matters in their discretion.

STOCKHOLDER PROPOSALS

According to the Company’s proxy statement for the Annual Meeting, a stockholder who intends to propose business, including stockholder nominations for director candidates, at the 2023 Annual Meeting, other than pursuant to Rule 14a-8 of the Exchange Act or as provided in the “proxy access” provision under Section 2.8 of the Bylaws, must comply with the requirements set forth in the Bylaws. Among other things, a stockholder must give written notice to the Company of the intent to propose business for the 2023 Annual Meeting not earlier than the close of business on the 120th calendar day prior to the first anniversary of the date of the Annual Meeting nor later than the close of business on the 90th calendar day prior to the first anniversary of the Annual Meeting. Therefore, based upon the Annual Meeting date of March 25, 2022, Huntsman’s Corporate Secretary must receive notice of a stockholder’s intent to nominate directors or propose business for the 2023 Annual Meeting, no sooner than the close of business on November 25, 2022, and no later than the close of business on December 23, 2022. Notwithstanding the foregoing, if the date of the 2023 Annual Meeting is more than 30 calendar days before or more than 70 calendar days after the anniversary date of the Annual Meeting, then notice by the stockholder to be timely must be delivered not earlier than the close of business on the 120th calendar day prior to the date of the 2023 Annual Meeting and not later than the close of business on the later of the 90th calendar day prior to the date of the 2023 Annual Meeting and the 10th calendar day following the calendar day on which public announcement of the date of 2023 Annual Meeting is first made by the Company. To nominate a person to serve on the Board or propose other business, a stockholder must deliver proper notice to the Corporate Secretary (c/o Corporate Secretary, Huntsman Corporation, 10003 Woodloch Forest Drive, The Woodlands, Texas 77380 and to CorporateSecretary@huntsman.com).

The Company has not yet publicly disclosed the deadline for stockholders to submit a proposal for inclusion in the Company’s proxy materials for the 2023 Annual Meeting pursuant to Rule 14a-8 of the Exchange Act. Notwithstanding the foregoing, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act must typically be received at the principal offices of the Company not less than 120 days prior to the first anniversary of the mailing date of the proxy statement. As of the date of this Proxy Statement, the Company has not filed its definitive proxy statement for the Annual Meeting.

The information set forth above regarding the procedures for submitting stockholder proposals for consideration at the 2023 Annual Meeting is based on information contained in the Company’s proxy statement for the Annual Meeting. The incorporation of this information in this Proxy Statement should not be construed as an admission by Starboard that such procedures are legal, valid or binding.

OTHER MATTERS AND ADDITIONAL INFORMATION

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this Proxy Statement may have been sent to multiple stockholders in your household. Starboard will promptly deliver a separate copy of the document to you if you write to our proxy solicitor, Okapi Partners, at the following address or phone number: 1212 Avenue of the Americas, 24th Floor, New York, NY 10036, or call toll free at +1 (877) 629-6356. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact our proxy solicitor at the above address and phone number.

Starboard is unaware of any other matters to be considered at the Annual Meeting. However, should other matters, which Starboard is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed BLUE proxy card will vote on such matters in their discretion.

INCORPORATION BY REFERENCE

WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING BASED ON RELIANCE ON RULE 14A-5(C). THIS DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS, INFORMATION CONCERNING EXECUTIVE COMPENSATION, AND OTHER IMPORTANT INFORMATION. SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF THE COMPANY.

The information concerning the Company contained in this Proxy Statement and the Schedules attached hereto has been taken from, or is based upon, publicly available information.

Starboard Value And Opportunity Master Fund Ltd


February 10, 2022

SCHEDULE I

TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

STARBOARD VALUE X MASTER FUND LTD

STARBOARD G FUND, LP

STARBOARD P FUND LP

STARBOARD ECHO II LLC

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

JAMES L. GALLOGLY

SANDRA BEACH LIN

SUSAN C. SCHNABEL

_____________________

* Represents a transaction in an account jointly held by the nominee and her spouse.

SCHEDULE II

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of the date of this Proxy Statement, the Company has not yet filed its definitive proxy statement for the Annual Meeting with the SEC. Once the Company files its definitive proxy statement, we intend to supplement this Proxy Statement and file revised definitive materials with the SEC to include information regarding persons who beneficially own more than 5% of the shares of Common Stock of the Company and the ownership of shares of Common Stock by the Company’s directors and officers, which we anticipate will be disclosed in the Company’s definitive proxy statement. 

IMPORTANT

Tell your Board what you think! Your vote is important. No matter how many shares of Common Stock you own, please give Starboard your proxy FOR the election of the Nominees and in accordance with Starboard’s recommendations on the other proposals on the agenda for the Annual Meeting by taking three steps:

If any of your shares of Common Stock are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such shares of Common Stock and only upon receipt of your specific instructions. Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed BLUE voting form.

If you have any questions, require assistance in voting your BLUE proxy card, or need additional copies of Starboard’s proxy materials, please contact Okapi Partners at the phone numbers or email address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Stockholders may call toll-free: (877) 629-6356

Banks and brokers call: (212) 297-0720

E-mail: info@okapipartners.com

BLUE PROXY CARD

HUNTSMAN CORPORATION

2022 Annual Meeting of Stockholders

THIS PROXY IS SOLICITED ON BEHALF OF STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD AND THE OTHER PARTICPANTS IN ITS PROXY SOLICITATION

THE BOARD OF DIRECTORS OF HUNTSMAN CORPORATION
IS NOT SOLICITING THIS PROXY

P           R           O           X           Y

The undersigned appoints Jeffrey C. Smith and Peter A. Feld, and each of them, attorneys and agents with full power of substitution to vote all shares of common stock of Huntsman Corporation (the “Company”) which the undersigned would be entitled to vote if personally present at the 2022 Annual Meeting of Stockholders of the Company scheduled to be held on March 25, 2022, at such time and place, to be determined by the Company (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”). 

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to Starboard Value and Opportunity Master Fund Ltd (“Starboard”) a reasonable time before this solicitation.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, “AGAINST” PROPOSAL 2, “FOR” PROPOSAL 3 AND “FOR” PROPOSAL 4. 

This Proxy will be valid until the completion of the Annual Meeting. This Proxy will only be valid in connection with Starboard’s solicitation of proxies for the Annual Meeting.

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

BLUE PROXY CARD

☒ Please mark vote as in this example

STARBOARD STRONGLY RECOMMENDS THAT Stockholders VOTE IN FAVOR OF THE NOMINEES LISTED BELOW IN PROPOSAL 1. STARBOARD [MAKES NO RECOMMENADTION WITH RESPECT TO PROPOSALS 2, 3 AND 4].

Starboard does not expect that any of the nominees will be unable to stand for election, but, in the event any nominee is unable to serve or for good cause will not serve, the shares of common stock represented by this proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Company’s organizational documents and applicable law. In addition, Starboard has reserved the right to nominate substitute person(s) if the Company makes or announces any changes to its organizational documents or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any nominee, to the extent this is not prohibited under the Company’s organizational documents and applicable law. In any such case, shares of common stock represented by this proxy card will be voted for such substitute nominee(s).

Starboard intends to use this proxy to vote (i) “FOR” Mr. Gallogly, Ms. Lin, Ms. Schnabel and Mr. Smith and (ii) “FOR” the candidates who have been nominated by the Company other than Mary C. Beckerle, Daniele Ferrari, José Muñoz, and Cynthia L. Egan, for whom Starboard is not seeking authority to vote for and will not exercise any such authority. The names, backgrounds and qualifications of the Company’s nominees, and other information about them, can be found in the Company’s proxy statement. There is no assurance that any of the Company’s nominees will serve as directors if our nominees are elected.

Note: If you do not wish for your shares to be voted “FOR” a particular nominee, mark the “FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW” box and write the name(s) of the nominee(s) you do not support on the line(s) above. Your shares will be voted for the remaining nominee(s). You may also withhold authority to vote for the candidates nominated by the Company other than Mary C. Beckerle, Daniele Ferrari, José Muñoz, and Cynthia L. Egan, by writing the name of such nominee(s) below. 

_________________________________________________________________

2. Company’s proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

BLUE PROXY CARD

3. Company’s proposal to ratify the appointment of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

4. Stockholder proposal to lower the ownership threshold for special meetings of stockholders to 10%.

DATED: ____________________________

____________________________________

(Signature)

____________________________________

(Signature, if held jointly)

____________________________________

(Title)

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.