Huntsman CORP — Proxy Solicitation & Information Statement 2022

Feb 10, 2022

DFAN14A 1 e621273_dfan14a-hun.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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| HUNTSMAN

CORPORATION
(Name of Registrant as Specified in Its Charter)
STARBOARD VALUE LP STARBOARD VALUE AND OPPORTUNITY MASTER FUND
LTD STARBOARD VALUE AND OPPORTUNITY S LLC STARBOARD VALUE AND OPPORTUNITY C LP STARBOARD P FUND LP STARBOARD VALUE P GP LLC STARBOARD VALUE R LP STARBOARD VALUE AND OPPORTUNITY MASTER FUND
L LP STARBOARD VALUE L LP STARBOARD VALUE R GP LLC STARBOARD LEADERS ECHO II LLC STARBOARD LEADERS FUND LP STARBOARD VALUE A LP STARBOARD VALUE A GP LLC STARBOARD X MASTER FUND LTD STARBOARD G FUND, L.P. STARBOARD VALUE GP LLC STARBOARD PRINCIPAL CO LP STARBOARD PRINCIPAL CO GP LLC JEFFREY C. SMITH PETER A. FELD JAMES L. GALLOGLY SANDRA BEACH LIN SUSAN C. SCHNABEL
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Starboard Value LP, together with the other participants named herein (collectively, “Starboard”), has filed a definitive proxy statement and accompanying BLUE proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2022 annual meeting of stockholders (the “Annual Meeting”) of Huntsman Corporation, a Delaware corporation (the “Company”).

On February 10, 2022, Starboard issued the following press release and delivered a letter to stockholders of the Company. The full text of the letter is attached hereto as Exhibit 1 and is incorporated herein by reference:

Starboard DELIVERS OPEN LETTER TO HUNTSMAN STOCKHOLDERS

Files Definitive Proxy Materials for the Election of its Slate of Four Highly-Qualified Director Nominees at Huntsman’s 2022 Annual Meeting

Letter Highlights Company’s History of Failed Operational Execution, Long-Term Stock Price Underperformance and Missed Promises

Believes New Independent Board Members Required to Increase Accountability, Demand Improved Performance and Help Maximize Stockholder Value

Urges All Stockholders to Vote FOR Starboard’s Slate of Experienced Nominees on Starboard’s BLUE Proxy Card TODAY

NEW YORK, NY February 10, 2022 /PRNewswire/ -- Starboard Value LP (together with its affiliates, “Starboard” or “we”), one of the largest stockholders of Huntsman Corporation (NYSE: HUN) ("Huntsman" or the "Company"), with an ownership interest of approximately 8.6% of the Company’s outstanding shares, today announced that it has delivered an open letter to Huntsman stockholders and has filed definitive proxy materials with the Securities and Exchange Commission in connection with Starboard’s nomination of a slate of four highly-qualified director nominees for election to the Huntsman Board of Directors at the Company’s upcoming 2022 Annual Meeting of Stockholders.

The full text of Starboard’s open letter to Huntsman stockholders can be viewed at the following link:

https://www.starboardvalue.com/wp-content/uploads/Starboard_Value_LP_Letter_to_HUN_Stockholders_2.10.2022.pdf

About Starboard Value LP

Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard seeks to invest in deeply undervalued companies and actively engage with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

Investor contacts:

Gavin Molinelli, (212) 201-4828

Patrick Sullivan, (212) 845-7947

www.starboardvalue.com

Okapi Partners

Bruce H. Goldfarb/Patrick McHugh

(212) 297-0720