Huntsman Annual Meeting: Shareholders Reject Independent Chair Proposal as Moody’s Downgrade Looms

Key Points

• Shareholders reelected all nine director nominees, approved the company’s named executive officer compensation and ratified Deloitte as auditor, but rejected a shareholder proposal to adopt an independent board chair policy.
• Moody’s recently downgraded Huntsman to Ba2 (from Ba1); management says it is managing liquidity with about $1.5 billion of net debt, an $800 million revolver extended to 2031, securitization and ample available liquidity despite the industry downturn.
• Management declined to provide guidance at the meeting and will report fiscal Q1 2026 results on May 1.

Huntsman NYSE: HUN held its 2026 Annual Meeting of Shareholders virtually on Thursday morning, with Chairman, President and CEO Peter Huntsman presiding. The meeting included votes on director elections, executive compensation, the company’s auditor, and a shareholder proposal seeking an independent board chair policy.

Board attendance and meeting formalities

Peter Huntsman said all board members joined the virtual meeting, along with members of senior management. He listed directors in attendance as Cynthia Egan, Dr. Mary Beckerle, Sonia Dulá, Curt Espeland, Daniele Ferrari, Jeanne McGovern, José Muñoz, David Sewell, and retired Vice Admiral Jan Tighe.

Huntsman noted that Dr. Mary Beckerle was not standing for election at the meeting and publicly recognized her 15 years of service on the board. He credited Beckerle with helping oversee “a massive asset transformation” that moved the company from “overly leveraged to an investment-grade balance sheet,” and for providing counsel through leadership transitions, the COVID-19 pandemic, a difficult downturn in the chemical industry, and geopolitical conflict in the Middle East.

Laura McCracken of Deloitte & Touche LLP attended as the global lead client service partner for Huntsman’s 2026 audit and was available for questions. The company appointed Natalie Hairston of American Election Services LLC as independent inspector of elections.

Corporate Secretary Amy Smedley reported that as of the March 6, 2026 record date, Huntsman had 173,976,139 shares outstanding and entitled to vote. She said proxies representing over 87% of outstanding shares were received prior to the start of the meeting, and Peter Huntsman declared a quorum was present.

Shareholder proposals and voting items

Shareholders voted on four items described in the notice of meeting and proxy materials:

• Election of nine directors to serve until the 2027 annual meeting
• A non-binding advisory vote to approve compensation of the company’s named executive officers
• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending Dec. 31, 2026
• A shareholder proposal submitted by John Chevedden requesting an independent board chair policy

The board nominated Peter R. Huntsman, Sonia Dulá, Cynthia L. Egan, Curtis E. Espeland, Daniele Ferrari, Jeanne McGovern, José Muñoz, David Sewell, and retired Vice Admiral Jan E. Tighe for election.

Chevedden presents independent chair proposal

John Chevedden presented Proposal 4, which asked the board to adopt an “enduring policy” and amend governing documents so that different individuals hold the roles of board chair and CEO “as soon as possible,” with the chair being an independent director. Chevedden argued that a lead director “shall not be a substitute” for an independent chair.

In his remarks, Chevedden said “now is a good time to transition to an independent Board Chairman,” citing the company’s stock price decline since 2022 and recent operating performance. He also argued that an independent chair would improve corporate governance by providing “impartiality” and “objective oversight,” strengthening accountability and enhancing investor confidence. He urged shareholders to vote in favor of the proposal.

Peter Huntsman responded that the board recommended shareholders vote against Proposal 4, with the board’s opposition detailed in the proxy statement. He added that the board recommended shareholders vote for each director nominee and for each company proposal.

Preliminary voting results

After the polls closed, Smedley presented preliminary results as reported by the independent inspector of elections. According to the preliminary vote report:

• Each of the director nominees was elected.
• Shareholders approved, on a non-binding advisory basis, the company’s named executive officer compensation.
• Shareholders ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.
• Shareholders did not approve the proposal requesting an independent board chair policy.

Smedley said Huntsman would file a Form 8-K with the SEC to announce final voting results after receiving the inspector’s final report.

Q&A addresses Moody’s downgrade and upcoming earnings

Following adjournment of the formal business portion of the meeting, Huntsman opened the floor to shareholder questions. Investor relations representative Kristina Henshaw read questions submitted through the virtual platform.

One question asked about the company’s response to a Moody’s credit rating downgrade. CFO Phil Lister said Moody’s downgraded Huntsman to “Ba2 from Ba1” on Feb. 19 and that the move was “not a surprise, given the extended trough in the chemical industry.” Lister said the company is managing its balance sheet and liquidity “within the confines of that credit rating.”

Lister added that Huntsman has managed net debt to “approximately $1.5 billion on a regular basis” and said the company “successfully extended or entered into a new revolver for $800 million,” which he said runs through 2031. He said that, combined with securitization, Huntsman has “more than ample liquidity” and also has a bond maturity profile that includes 2029, 2031, and 2034 maturities.

A final shareholder question asked whether Huntsman expects a fiscal first-quarter 2026 loss. Peter Huntsman declined to provide guidance during the meeting, saying the company would report first-quarter earnings on Friday, May 1, and address the question in a “fulsome report” at that time.

The meeting concluded shortly thereafter.

About Huntsman NYSE: HUN

Huntsman Corporation is a global manufacturer and marketer of specialty chemicals with headquarters in The Woodlands, Texas. Founded in 1970 by entrepreneur Jon Huntsman Sr., the company has grown through strategic acquisitions and organic expansion to establish a broad portfolio of products serving diverse end markets. Huntsman maintains a presence in more than 30 countries, operating manufacturing facilities across North America, Europe, Asia-Pacific, Latin America and the Middle East.

The company organizes its operations into several core business segments, including Polyurethanes, Performance Products, Advanced Materials, and Textile Effects.

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