UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2011
Huntsman Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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001-32427 |
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42-1648585 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
500 Huntsman Way |
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Salt Lake City, Utah |
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84108 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code:
(801) 584-5700
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 5, 2011, the Board of Directors (the Board) of Huntsman Corporation (the Company), upon the recommendation of the Nominating and Corporate Governance Committee, acted to set the size of the Board at nine directors. On the same date, also upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Mary C. Beckerle, Ph.D., as a director. Dr. Beckerle, age 56, was appointed to fill the vacancy created by the departure of Marsha J. Evans from the Board and will serve as a Class I director for a term that expires at the Companys 2014 Annual Meeting of Stockholders.
The Board has determined, after applying the Companys independence criteria, that Dr. Beckerle is an independent director. Dr. Beckerle has been appointed to serve on the Companys Nominating and Governance Committee of the Board. Dr. Beckerle 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 Dr. Beckerle and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Dr. Beckerle will be compensated for her service on the Board on the same basis as each of the Companys 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 stock or stock units. Directors may participate in the Huntsman Corporation Stock Incentive Plan and the Huntsman Outside Director Elective Deferral Plan.
A more detailed description of compensation of directors of the Company was previously reported in the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on March 25, 2011, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
On May 9, 2011, in connection with the appointment of Dr. Beckerle as a director of the Company, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Number |
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Description of Exhibits |
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99.1 |
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Press Release dated May 9, 2011 regarding the appointment of Dr. Mary C. Beckerle to the Board of Directors |
SIGNATURES
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.
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HUNTSMAN CORPORATION |
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/s/ TROY M. KELLER |
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Assistant Secretary |
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Dated: May 10, 2011 |
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Exhibit 99.1
News Release |
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May 9, 2011 |
CONTACTS: |
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Media: |
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Gary Chapman, tel: +1 281 719 4324 |
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Investor Relations: |
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Kurt Ogden, tel: +1 801 584 5959 |
Huntsman Corporation Announces Appointment of New Independent Board Member
The Woodlands, Texas Huntsman Corporation (NYSE: HUN) today announced the appointment of Mary C. Beckerle, Ph.D. as a new independent director to its Board of Directors effective May 5, 2011.
Dr. Beckerle, age 56, serves as chief executive officer and director of the Huntsman Cancer Institute located at the University of Utah (HCI). Dr. Beckerle is an internationally recognized scientist who has served on the Advisory Committee of the National Institute of Health. She also served as President of the American Society for Cell Biology. Dr. Beckerle was the recipient of the prestigious Guggenheim fellowship and is considered by her peers as an international leader in scientific research by serving on the Howard Hughes Medical Institute Board and the National Center for Biological Sciences in India.
Commenting on the appointment, Jon M. Huntsman, Executive Chairman of the Board of Directors of Huntsman Corporation said, Dr. Beckerle is one of the worlds pre-eminent scientists and executives. As a Board member, she will contribute her talents in many of our areas of research and technology. We are truly honored to elect her as a Director of Huntsman Corporation.
Dr. Beckerle was appointed to fill the vacancy created by the departure of Marsha J. Evans from the Board and will serve as a Class I director for a term that expires at the Companys 2014 Annual Meeting of Stockholders. The Huntsman Board now comprises nine directors, six of whom are independent directors.
About Huntsman:
Huntsman is a global manufacturer and marketer of differentiated chemicals. Its operating companies manufacture products for a variety of global industries, including chemicals, plastics, automotive, aviation, textiles, footwear, paints and coatings, construction, technology, agriculture, health care, detergent, personal care, furniture, appliances and packaging. Originally known for pioneering innovations in packaging and, later, for rapid and integrated growth in petrochemicals, Huntsman today has approximately 12,000 employees and operates from multiple locations worldwide. The Company had 2010 revenues of over $9 billion. For more information about Huntsman, please visit the Companys website at www.huntsman.com.
Forward-Looking Statements:
Statements in this release that are not historical are forward-looking statements. These statements are based on managements current beliefs and expectations. The forward-looking statements in this release are subject to uncertainty and changes in circumstances and involve risks and uncertainties that may affect the companys operations, markets, products, services, prices and other factors as discussed in the Huntsman companies filings with the U.S. Securities and Exchange Commission. Significant risks and uncertainties may relate to, but are not limited to, financial, economic, competitive, environmental, political, legal, regulatory and technological factors. In addition, the completion of any transactions described in this release is subject to a number of uncertainties and closing will be subject to approvals and other customary conditions. Accordingly, there can be no assurance that such transactions will be completed or that the companys expectations will be realized. The company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by applicable laws.
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