Huntsman (HUN) Proxy Filing summary

Executive summary

• 2025 was a challenging year with weak global markets, prompting swift cost controls, restructuring, and asset rationalization, resulting in $298 million cash flow from operations and $125 million free cash flow.

• Approximately $100 million in annualized run rate savings were achieved through cost realignment and site consolidations.

• Dividend was reduced in Q3 2025 to preserve the balance sheet, but the company maintained its 76th consecutive quarterly dividend.

• Investments were completed in Performance Products, especially for polyurethane insulation and semiconductor industry amines.

• The company continued to invest in employee development, safety, and philanthropic initiatives, and published its 2024 sustainability report with limited assurance on emissions and water usage.

Voting matters and shareholder proposals

• Four proposals are up for vote: election of nine directors, advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and a shareholder proposal for an independent board chair policy.

• The board recommends voting FOR all director nominees, FOR executive compensation, FOR auditor ratification, and AGAINST the independent chair proposal.

• The independent chair proposal is opposed by the board, citing the need for flexibility in leadership structure.

Board of directors and corporate governance

• The board consists of nine nominees, eight of whom are independent; four are women and one is a veteran.

• All board committees are chaired by women, and the Lead Independent Director is female.

• The board regularly reviews its composition and succession planning, with a recent reduction from ten to nine members.

• Annual election of directors, majority voting standard, proxy access, and no poison pill are in place.

• The board’s leadership structure currently combines the roles of Chairman and CEO, with a Lead Independent Director providing balance.