Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On January 11, 2022, the Board of Directors (the "Board") of Huntsman
Corporation (the "Company") announced the appointment of David B. Sewell, age
53, effective January 7, 2022, to the Board. Mr. Sewell will serve a term that
expires at the Company's 2022 Annual Meeting of Stockholders (the "2022 Annual
Meeting").
The Board determined that Mr. Sewell is independent under the Company's
independence criteria for members of its board of directors. Mr. Sewell was not
selected as a director pursuant to any arrangements or understandings with the
Company or with any other person, and there are no transactions between the
Company and Mr. Sewell that would require disclosure under Item 404(a) of
Regulation S-K.
Mr. Sewell will be compensated for his service on the Board on the same basis as
each of the Company's other non-employee directors. Annual compensation for
non-employee directors is composed of cash and stock-based equity compensation.
The cash compensation consists of an annual retainer and supplemental retainers
for the chairs and members of Board committees. Stock-based equity compensation
consists of awards granted under the Huntsman Corporation 2016 Huntsman Stock
Incentive Plan in the form of stock or stock units, at the election of each
director. Non-employee directors may also participate in the Huntsman Outside
Director Elective Deferral Plan and the Huntsman Director Matching Gift Program.
A more detailed description of compensation of directors of the Company was
previously reported in the Company's Definitive Proxy Statement filed with the
Securities and Exchange Commission (the "SEC") on March 18, 2021 under "Board
of Directors-Director Compensation," and that section of the Definitive Proxy
Statement is incorporated herein by reference.
Retirement of Director
Wayne A. Reaud, Chair of the Litigation and Public Policy and Compensation
Committees announced that he will be retiring from the Board at the end of his
current term immediately before the 2022 Annual Meeting.
Item 7.01. Regulation FD Disclosures.
On January 11, 2022, the Company issued a press release with respect to the
foregoing matters. A copy of the press release is attached as Exhibit 99.1 to
this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Number Description of Exhibits
99.1 Press Release dated January 11, 2022
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
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