8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 26, 2019

Huntsman Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-32427	42-1648585
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

10003 Woodloch Forest Drive
The Woodlands, Texas	77380
(Address of principal executive offices)	(Zip Code)

Registrant’s 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 obligation of the registrant under any of the following provisions:

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

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

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

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

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  o

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.  o

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

On February 26, 2019, the Board of Directors (the “Board”) of Huntsman Corporation (the “Company”), acted to increase the size of the Board from seven directors to eight directors. On the same date, the Board appointed Vice Admiral Jan E. Tighe (U.S. Navy, retired) to the Board as a director. Vice Admiral Tighe, age 56, was appointed to fill the vacancy created by the expansion of the Board and will serve for a term that expires at the Company’s 2019 Annual Meeting of Stockholders.

The Board has determined, after applying the Company’s independence criteria, that Vice Admiral Tighe is an independent director. Vice Admiral Tighe 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 Vice Admiral Tighe and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Vice Admiral Tighe will be compensated for her 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 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 22, 2018, and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On February 27, 2019, in connection with the appointment of Vice Admiral Tighe 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	Description of Exhibits
99.1	Press Release dated February 27, 2019 announcing the appointment of Vice Admiral Jan E. Tighe to the Board of Directors.

1

SIGNATURE

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.

Huntsman Corporation
By:	/s/ DAVID M. STRYKER
Name:	David M. Stryker
Title:	Executive Vice President, General Counsel and Secretary

Date:  February 27, 2019

2

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE	Media:	Investor Relations:
February 27, 2019	Gary Chapman	Ivan Marcuse
The Woodlands, TX	(281) 719-4324	(281) 719-4637
NYSE: HUN

Huntsman Appoints Vice Admiral Jan E. Tighe to its Board of Directors

THE WOODLANDS, TX — Huntsman Corporation (NYSE: HUN) today announced the appointment of Vice Admiral Jan E. Tighe, U.S. Navy retired, to its Board of Directors effective February 26, 2019. The Huntsman Board now comprises eight directors, seven of whom are independent.

Vice Admiral Tighe most recently served as Deputy Chief of Naval Operations for Information Warfare comprising executive responsibilities as Director of Naval Intelligence, U.S. Navy’s Chief Information Officer, and Director of Cybersecurity before her retirement from the U.S. Navy in August 2018.

Vice Admiral Tighe has served in the U.S. Navy since 1980 in various roles of increasing seniority including Commander of the U.S. Fleet Cyber Command and U.S. Tenth Fleet. Vice Admiral Tighe is a graduate of the U.S. Naval Academy with a B.S. in Theoretical Mathematics, and she received a M.S. in Applied Mathematics and a Ph.D. in Electrical Engineering from the U.S. Naval Postgraduate School (NPS). She served as the President of NPS from 2012 to 2013 and was inducted into the NPS Hall of Fame in June 2018 for her distinguished accomplishments and contributions at the highest levels of public service.

Vice Admiral Tighe currently serves as a member of the National Security Sector Advisory Committee of The MITRE Corporation and is a member on the Strategic Advisory Group of Paladin Capital Group. Vice Admiral Tighe also serves on the Board of Directors of The Goldman Sachs Group, Inc.

Commenting on the Board appointment, Peter Huntsman, Chairman, President and CEO, said, “We are honored to have Vice Admiral Tighe join our Board of Directors. Jan brings a wealth of knowledge having served a long and distinguished career managing multi-billion dollar budgets, serving as the CIO of the U.S. Navy, and leading the operations involving thousands of people. She will certainly add to the depth and capability of our Board of Directors.”

About Huntsman:

Huntsman Corporation is a publicly traded global manufacturer and marketer of differentiated and specialty chemicals with 2018 revenues more than $9 billion.  Our chemical products number in the thousands and are sold worldwide to manufacturers serving a broad and diverse range of consumer and industrial end markets. We operate more than 75 manufacturing, R&D and operations facilities in approximately 30 countries and employ approximately 10,000 associates within our four distinct business divisions. For more information about Huntsman, please visit the company’s website at www.huntsman.com.

Social Media:

Twitter: www.twitter.com/Huntsman_Corp
Facebook: www.facebook.com/huntsmancorp
LinkedIn: www.linkedin.com/company/huntsman

Forward-Looking Statements:

Certain information in this release constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on management’s 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 company’s operations, markets, products, services, prices and other factors as discussed under the caption “Risk Factors” 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, volatile global economic conditions, cyclical and volatile product markets, disruptions in production at manufacturing facilities, reorganization or restructuring of Huntsman’s operations, including any delay of, or other negative developments affecting the ability to implement cost reductions and manufacturing optimization improvements in Huntsman businesses and realize anticipated cost savings, and other financial, economic, competitive, environmental, political, legal, regulatory and technological factors. The company assumes no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by applicable laws.