Huntsman CORP DEFA14A, filed Feb 1, 2022

Huntsman CORP (HUN)

DEFA14A 2022-02-01

Added on October 27, 2026

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	·	With the assistance of a leading international and independent search firm, the Board has substantially completed its director succession plan focused on recruiting directors with the independence, background, diversity, experience and expertise needed to support Huntsman’s continuing efforts to upgrade and streamline its portfolio. As a result, eight new independent directors have been appointed since 2018.
	·	In January 2022, Huntsman appointed three highly experienced individuals – David Sewell, José Muñoz and Curtis Espeland – as new directors and announced that four existing directors will transition off the Board at the upcoming Annual Meeting.
	·	The Board appointed Cynthia Egan as Non-Executive Vice Chair and Lead Independent Director and appointed new Committee Chairs, resulting in four of five Board committees being chaired by women as of the upcoming Annual Meeting.
	·	The Board implemented a multi-year incentive compensation program for all Huntsman officers and vice presidents that ties the vast majority of their incentive compensation to the achievement of the Investor Day targets.

	·	Since September 2021, the Huntsman Board and management team have had over a dozen calls or meetings with Starboard.
	·	After Starboard repeatedly refused to provide the names of Starboard candidates so that the Board could include consideration of those candidates in its ongoing refreshment process, the Board acted with urgency and speed when Starboard finally provided the names of three candidates on January 5, 2022. The Board’s Nominating and Corporate Governance Committee interviewed the two outside candidates presented by Starboard at the time, James Gallogly and Sandra Beach Lin, not even 48 hours after receiving the names.
	·	Huntsman then agreed to facilitate a call between Starboard and Mr. Sewell for the purpose of seeing whether Mr. Sewell met Starboard’s criteria and could be appointed as part of a potential agreement, and Starboard indicated it would reach out to Huntsman after the call. During its meeting with Mr. Sewell, Starboard first noted that Mr. Sewell appeared to be ‘a good nominee’ for the Huntsman Board and that ‘Starboard might even have an interest in nominating him to other boards in the future’. Starboard then proceeded to tell Mr. Sewell that it planned on running a proxy fight with the Company and that new directors, including Mr. Sewell, ‘could be targeted.’

	·	Ahead of Huntsman’s November 2021 Investor Day, the Company entered into a standard non-disclosure agreement with Starboard to allow Starboard to review in advance the Company’s presentation and provide suggestions.
	·	The Company believes it is clear from its engagement that there is no misalignment with Starboard on Huntsman’s objectives and strategic initiatives. For example, Huntsman’s recently initiated strategic review process for the Textile Effects Division, increase in the quarterly dividend by 15% in April 2021, a new share repurchase authorization of $1 billion over the next three years, as well as numerous corporate governance enhancements, each align with suggestions made by Starboard. In fact, on January 12, Starboard publicly noted ‘We have also been pleased by the Company’s recent announcements around financial targets, capital allocation priorities and portfolio changes, which incorporate many of our suggestions.’¹
	·	Accordingly, we believe Starboard’s actions demonstrate its public campaign is solely about installing its handpicked board candidates rather than allowing Huntsman’s refreshed and highly qualified Board to focus on the execution of the Company’s initiatives, which Starboard supports.