Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On June 4, 2021, Huntsman Corporation (the "Company") announced that Phil Lister, 48, has been appointed Executive Vice President and Chief Financial Officer, to be effective on July 1, 2021. Mr. Lister has spent his entire career with the Company or its predecessors, starting in the polyurethanes division of Imperial Chemical Industries, which Huntsman acquired in 1999. He has served in various roles, most recently as Vice President, Corporate Development, and prior to that as Vice President, Global Finance and Strategic Planning for the polyurethanes division. Mr. Lister holds a bachelor's degree in Business and German from the University of Birmingham, U.K., and is a member of the Chartered Institute of Management Accountants.

There was no arrangement or understanding between Mr. Lister and any other person pursuant to which Mr. Lister was appointed Executive Vice President and Chief Financial Officer of the Company. There are no transactions in which Mr. Lister has an interest requiring disclosure under Item 404(a) of Regulation S-K. The Board of Directors of the Company approved an initial equity award to Mr. Lister to be valued at $610,000, 50% of which will be granted in restricted stock and 50% of which will be granted in performance share units. The award will be valued based on the closing price of the Company's common stock on July 1, 2021, will be awarded upon the effectiveness of Mr. Lister's appointment and will vest in three equal annual installments beginning on the first anniversary of the date of grant.

As Executive Vice President and Chief Financial Officer, Mr. Lister will receive salary, cash performance awards and stock-based equity compensation and 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.

A press release announcing Mr. Lister's appointment is attached to this report as Exhibit 99.1.

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 June 4, 2021.
  104      Cover Page Interactive Data File (formatted in Inline XBRL and
           contained in Exhibit 101)




  2

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