Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed,
on June 15, 2026, Huntsman Corporation, a Delaware corporation (the “Company” or “Huntsman”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Olin Corporation, a Virginia corporation
(“Olin”), Olympus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Olin (“First
Merger Sub”), and Hook Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Olin (“Second
Merger Sub”), providing for, on the terms and subject to the conditions included in the Merger Agreement, the merger of equals
business combination of Olin and Huntsman, either (a) through the merger of Huntsman with and into Olin, with Olin as the surviving
entity (the “Direct Merger”), or (b) through (i) the merger of First Merger Sub with and into Huntsman (the
“First Subsidiary Merger”), with Huntsman surviving as a direct, wholly owned subsidiary of Olin (the “Initial
Surviving Company”), and (ii) immediately following the First Subsidiary Merger, and as part of the same overall transaction
as the First Subsidiary Merger, the merger of the Initial Surviving Company with and into Second Merger Sub (the “Second Subsidiary
Merger” and, together with the First Subsidiary Merger, the “Subsidiary Merger”), with Second Merger Sub
surviving as a direct wholly owned subsidiary of Olin (we collectively refer to the Direct Merger and the Subsidiary Merger as the “Merger”).
On August 25, 2026,
the Company held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals identified in
the definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 13,
2026, which was first mailed to the Company’s stockholders on or about July 13, 2026.
American Election Services,
LLC, the independent inspector of the elections (the “Inspector of Election”) for the Special Meeting, delivered its
final vote tabulation on August 25, 2026 that certified the final voting results for each of the matters that were submitted to
a vote at the Special Meeting. Set forth below are the final voting results as provided by the Inspector of Election.
Each stockholder of record
was entitled to one vote per share of common stock on each proposal. As of the close of business on July 9, 2026, the record date
for the Special Meeting, there were 175,381,417 shares of common stock issued and outstanding and entitled to vote at the Special Meeting.
Present at the Special Meeting in person or by proxy were holders of shares of common stock representing an aggregate of 133,710,141
votes, or 76.23% of the voting power entitled to vote at the Special Meeting as of the record date, constituting a quorum. The final
voting results with respect to each proposal are set out below:
1. To
adopt the Merger Agreement providing for the business combination of Huntsman and Olin either through the Direct Merger or the Subsidiary
Merger and the other transactions contemplated thereby (the “Huntsman Merger Proposal”).
For Against Abstain
───────────────────────────────────────────
131,502,454 1,828,828 378,859
The stockholders voted to
approve the Huntsman Merger Proposal.
2. To
approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Huntsman’s named executive officers
that is based on or otherwise relates to the Merger (the “Huntsman Advisory Compensation Proposal”).
For Against Abstain
────────────────────────────────────────────
117,592,172 15,456,713 661,256
The stockholders voted to
approve the Huntsman Advisory Compensation Proposal.
In connection with the Special
Meeting, the Company also solicited proxies with respect to the approval of one or more adjournments of the Special Meeting to a later
date or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies if there
were not sufficient votes cast at the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).
As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was unnecessary
and such proposal was not submitted to the stockholders for approval at the Special Meeting.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01
Regulation
FD Disclosure.
On August 25, 2026,
the Company and Olin issued a joint press release announcing the preliminary results of the Special Meeting and the preliminary results
of a special meeting of Olin’s shareholders also held on August 25, 2026. A copy of the joint press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Based on the voting results
at the Special Meeting and at the special meeting of Olin shareholders, and assuming satisfaction of all other conditions to closing,
the parties will implement the business combination through the Direct Merger.
The information in this Item
7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, and shall not be deemed to be incorporated by reference into any filing made by Huntsman under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.