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): March 7, 2018

Huntsman Corporation

(Exact name of registrant as specified in its charter)

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

10003 Woodloch Forest Drive
The Woodlands, Texas
(Address of principal executive offices) 77380
(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 March 7, 2018, the Board of Directors (the “Board”) of Huntsman Corporation (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed Daniele Ferrari to the Board as a director. Mr. Ferrari, age 57, was appointed to fill an existing vacancy on the Board and will serve for a term that expires at the Company’s 2018 Annual Meeting of Stockholders.

The Board has determined, after applying the Company’s independence criteria, that Mr. Ferrari is an independent director. Mr. Ferrari has been appointed to serve on the Audit Committee and Compensation Committee of the Board.  Mr. Ferrari 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 Mr. Ferrari and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Ferrari will be compensated for his 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, 2017, and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On March 12, 2018, in connection with the appointment of Mr. Ferrari 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 March 12, 2018 announcing the appointment of Daniele Ferrari 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:  March 12, 2018

2

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE	Media:	Investor Relations:
March 12, 2018	Gary Chapman	Ivan Marcuse
The Woodlands, TX	(281) 719-4324	(281) 719-4637
NYSE: HUN

Huntsman Appoints Daniele Ferrari to its Board of Directors

THE WOODLANDS, TX — Huntsman Corporation (NYSE: HUN) today announced the appointment of Daniele Ferrari as a new independent director to its Board of Directors effective March 7, 2018.  The Huntsman Board now comprises eight directors, seven of whom are independent directors.

Daniele Ferrari serves as Chief Executive Officer of Versalis S.p.A., a chemical manufacturer, and as Chairman of Matrìca S.p.A., a joint-venture with Novamont focusing on renewable chemistry, positions he has held since March 2011. He is a former employee of Huntsman Corporation and has over 30 years of experience in the chemical industry. He worked for the Company in various levels of increasing responsibility from 1997 to 2011, where he ultimately served as President of its Performance Products division. Prior to joining Huntsman in 1997, Mr. Ferrari worked for Imperial Chemical Industries (ICI) and Agip Petroli (Eni group).

Mr. Ferrari is President of PlasticsEurope, an association of plastics manufacturers, and a board member of Conseil Européen de l’Industrie Chimique (CEFIC). He also serves as a director, Chair of the Compensation Committee and a member of the Audit Committee of Venator Materials PLC, which separated from Huntsman in 2017.

Commenting on the Board appointment, Peter Huntsman, Chairman, President and CEO said, “I hold Daniele in high regard, as does the chemical industry.   His 14 years of prior experience working within Huntsman combined with his 30 years in the industry will bring invaluable experience to our Board of Directors. I look forward to his counsel on the Board.”

About Huntsman:

Huntsman Corporation is a publicly traded global manufacturer and marketer of differentiated and specialty chemicals with 2017 revenues of approximately $8 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:

Statements in this release that are not historical are forward-looking statements. 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 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, the ability to implement cost reductions and manufacturing optimization improvements in Huntsman businesses, 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.