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Washington, DC 20549









Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 23, 2021




Huntsman Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-32427   42-1648585
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


10003 Woodloch Forest Drive
The Woodlands, Texas

(Address of principal executive offices)


(Zip Code)


Huntsman International LLC

(Exact name of registrant as specified in its charter)


Delaware   333-85141   87-0630358
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


10003 Woodloch Forest Drive
The Woodlands, Texas

(Address of principal executive offices)


(Zip Code)


Registrants’ telephone number, including area code:

(281) 719-6000


Not applicable

(Former name or former address, if changed since last report)




Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):


¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Registrant   Title of each class   Trading Symbol   Name of each exchange on
which registered
Huntsman Corporation   Common Stock, par value $0.01 per share   HUN   New York Stock Exchange
Huntsman International LLC   NONE   NONE   NONE


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company     ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       ¨

Co-Registrant CIK
Co-Registrant Amendment Flag
Co-Registrant Form Type
Co-Registrant DocumentPeriodEndDate
Co-Registrant Written Communications
Co-Registrant Solicitating Materials
Co-Registrant PreCommencement Tender Offer
Co-Registrant PreCommencement Issuer Tender Offer
Co-Registrant Entity Emerging Growth Company
Co-Registrant Zip code
Co-Registrant City area code
Co-Registrant Local Phone Number







Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On April 29, 2021, Huntsman Corporation (the “Company”) announced that Randy W. Wright had notified the Company on April 23, 2021 of his decision to retire. Mr. Wright, age 62, has been with the Company since 2004 and has served as Vice President and Controller since February 2012. Mr. Wright’s decision to retire is not due to any outstanding issues with the Company or disagreements with respect to the Company’s operations, policies or practices, or the Company’s independent auditors, and his retirement will be effective in September 2021.


Also on April 29, 2021, the Company announced that Steven C. Jorgensen, age 52, has been appointed Vice President and Controller to be effective on or about August 1, 2021. Mr. Jorgensen joined the Company in 2004 and has served in various roles, most recently as Vice President Finance and Controller of the Performance Products segment. Mr. Jorgensen previously served as Vice President Accounting Shared Services and Internal Controls from February 2012 to December 2016 and Vice President, Internal Controls and Internal Audit from May 2007 to February 2012. Prior to joining the Company, Mr. Jorgensen held a variety of positions at General Electric Consumer Finance and Deloitte & Touche LLP. Mr. Jorgensen is a Certified Public Accountant.


There was no arrangement or understanding between Mr. Jorgensen and any other person pursuant to which Mr. Jorgensen was appointed Vice President and Controller of the Company. There are no transactions in which Mr. Jorgensen has an interest requiring disclosure under Item 404(a) of Regulation S-K.


As Vice President and Controller, Mr. Jorgensen will be eligible to participate in the Company’s benefit plans and receive payments and benefits upon certain severance events through the Company’s Executive Severance Plan. A description of the Executive Severance Plan is contained in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 18, 2021.





Item 5.07Submission of Matters to a Vote of Security Holders


(a)    The Company’s 2021 Annual Meeting of Stockholders was held on April 28, 2021 (the “Annual Meeting”).


(b)    The Company’s stockholders voted on the following four proposals (each described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2021) at the Annual Meeting and cast their votes as follows:


Proposal 1The 11 nominees named below were elected as directors of the Board of Directors, each to serve until the Company’s 2022 Annual Meeting of Stockholders. The voting results were as follows:


Directors   For     Against     Abstain     Broker Non-Votes  
Peter R. Huntsman     160,923,156       10,689,775       358,946       24,976,108  
Nolan D. Archibald     138,166,233       33,734,785       70,859       24,976,108  
Mary C. Beckerle     169,018,907       2,890,350       62,620       24,976,108  
M. Anthony Burns     167,577,509       4,321,746       72,622       24,976,108  
Sonia Dulá     170,996,495       913,024       62,358       24,976,108  
Cynthia L. Egan     168,495,271       3,409,947       66,659       24,976,108  
Daniele Ferrari     164,860,247       7,005,151       106,479       24,976,108  
Sir Robert J. Margetts     165,160,500       6,738,019       73,358       24,976,108  
Jeanne McGovern     171,225,391       681,129       65,357       24,976,108  
Wayne A. Reaud     161,309,456       10,582,933       79,488       24,976,108  
Jan E. Tighe     170,617,690       1,285,933       68,254       24,976,108  


Proposal 2The non-binding advisory vote to approve the compensation of the Company’s named executive officers was approved. The voting results were as follows:


For     Against     Abstain     Broker Non-Votes  
  133,978,511       37,791,570       201,796       24,976,108  


Proposal 3The appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021 was ratified. The voting results were as follows:


For     Against     Abstain  
  188,474,016       8,408,594       65,375  


Proposal 4The stockholder proposal to enact stockholder right to act by written consent did not receive majority support. The voting results were as follows:


For     Against     Abstain     Broker Non-Votes
  73,836,396       97,824,558       310,923       24,976,108





Item 8.01Other Events


On April 28, 2021, the Company announced a 15% increase in its second quarter 2021 dividend. The increased dividend of $0.1875 per share of the Company’s common stock will be payable on June 30, 2021 to stockholders of record as of June 15, 2021. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.Financial Statements and Exhibits 


The following exhibit is furnished as part of this Current Report on Form 8-K.


(d) Exhibits


Number   Description of Exhibits
99.1   Press Release dated April 28, 2021.
104   Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  Executive Vice President, General Counsel and Secretary
Dated: April 29, 2021