Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 below, on
The foregoing description of the Amended and Restated Certificate of Incorporation is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
On
The foregoing description of the Seventh Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting was held on
(b) The Company's stockholders voted on six proposals listed below (each
described in detail in the Company's definitive proxy statement filed with the
(c) American Election Services, Inc., the independent inspector of the elections
(the "Inspector of Election") for the Annual Meeting, delivered its final vote
tabulation on
(d) Each stockholder of record was entitled to one vote per share of common
stock on each proposal. On
Proposal 1 To elect as directors 10 nominees to serve until the 2023 Annual Meeting
of Stockholders or her/his earlier resignation, removal or death. For Against Abstain BNV Peter R. Huntsman 153,516,367 3,649,235 594,208 15,198,298 Mary C. Beckerle 154,326,679 2,798,671 634,460 15,198,298 Sonia Dulá 155,151,513 1,972,357 635,940 15,198,298 Cynthia L. Egan 153,683,491 3,442,899 633,420 15,198,298 Curtis E. Espeland 155,727,366 1,424,728 607,716 15,198,298 Daniele Ferrari 156,251,423 879,610 628,777 15,198,298 José Muñoz 155,894,855 1,250,496 614,459 15,198,298 Jeanne McGovern 155,431,211 1,687,287 641,312 15,198,298 David B. Sewell 156,213,183 941,458 605,169 15,198,298 Jan E. Tighe 155,550,908 1,577,271 631,631 15,198,298
The stockholders voted to re-elect each of the Company's director nominees to serve until the Company's 2024 Annual Meeting of Stockholders or her/his earlier resignation, removal or death.
Proposal 2 The advisory vote to approve named executive officer compensation.
For Against Abstain BNV 151,896,894 5,207,947 654,969 15,198,298
The stockholders voted to approve, on an advisory basis, the compensation of the Company's named executive officers.
Proposal 3 Advisory vote to approve the preferred frequency of future advisory
votes on the compensation of our named executive officers. 1 Year 2 Years 3 Years Abstain 148,785,128 107,505 8,295,794 571,383
The stockholders voted to approve, on an advisory basis, one year as the preferred frequency of future advisory votes on the compensation of the Company's named executive officers.
Proposal 4 The ratification of the appointment of
Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. For Against Abstain 163,948,303 8,245,325 764,480
The stockholders voted to ratify the appointment of
Proposal 5 Vote to approve the Company's Amended and Restated Certificate of
Incorporation. For Against Abstain BNV 133,027,086 24,059,058 673,666 15,198,298
The stockholders voted to approve the Company's Amended and Restated Certificate of Incorporation.
Proposal 6 The stockholder proposal regarding shareholder ratification of excessive
termination pay. For Against Abstain BNV 7,890,629 149,012,476 856,705 15,198,298
The stockholders did not approve the stockholder proposal regarding shareholder ratification of excessive termination pay.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Number Description of Exhibits 3.1 Amended and Restated Certificate of Incorporation of Huntsman Incorporation, effective as ofApril 21, 2023 3.2 Seventh Amended and Restated Bylaws ofHuntsman Corporation , effective as ofApril 21, 2023 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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