Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 16, 2021, the Board of Directors of Huntsman Corporation increased
the size of the Board from ten to eleven directors and appointed Jeanne
McGovern, age 62, to fill the vacancy created by the expansion of the Board. Ms.
McGovern will serve a term that expires at the Company's 2021 Annual Meeting of
Stockholders. Ms. McGovern was also appointed to serve on the Audit Committee of
the Board.
The Board determined that Ms. McGovern is independent under the Company's
independence criteria for members of its board of directors, and that she
further satisfies the heightened standard of independence to serve as a member
of the Audit Committee and has been designated as an "audit committee financial
expert" as defined by the applicable regulations of the SEC. Ms. McGovern 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 Ms. McGovern that would require disclosure under Item 404(a) of
Regulation S-K.
Ms. McGovern will be compensated for her services on the Board on the same basis
as each of the Company's other non-employee directors. Annual compensation for
non-employee directors is comprised 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 on March 20, 2020 under "Board of
Directors-Director Compensation," and that section of the Definitive Proxy
Statement is incorporated herein by reference.
Concurrently with Ms. McGovern's appointment to the Audit Committee, the Board
appointed existing members Sonia Dulá and Cynthia L. Egan to the Board's Audit
Committee and Nominating and Corporate Governance Committee, respectively, after
determining in the case of Ms. Dulá that she was financially literate under the
pertinent NYSE standard and also satisfied the heightened standard of
independence required for service on the Audit Committee.
On February 16, 2021, the Board also approved the formation of a new standing
committee of the Board to be called the Sustainability Committee to provide more
focused support and oversight of the Company's sustainability and other related
corporate social responsibility and governance matters. Dr. Jan E. Tighe,
Daniele Ferrari, Sonia Dulá, and Cynthia L. Egan were appointed to serve as the
initial members of the Sustainability Committee, with Dr. Tighe serving as the
Chair.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number Description of Exhibits
99.1 Press Release dated February 19, 2021 announcing the appointment of
Jeanne McGovern to the Board of Directors and the formation of Board's
Sustainability Committee.
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
2
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