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BCS

Current Report · Items 5.07, 7.01, 9.01 · 8-K

Huntsman Corporation

HUNNYSEEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

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 Oli…

Filed Aug 25, 2026Accepted Aug 25, 2026, 4:45 PM EDTCIK 1307954Accession 0001104659-26-100848
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Company context

Huntsman Corporation is a publicly traded global manufacturer and marketer of diversified chemical products with 2025 revenues of approximately $6 billion from our continuing operations. Our chemical products number in the thousands and are sold worldwide to manufacturers serving a broad and diverse range of consumer and industrial end markets. We operate more than 55 manufacturing, R&D and operations facilities in approximately 25 countries and employ approximately 6,000 associates within our continuing operations. For more information about Huntsman, please visit the company's website at www.huntsman.com.

Current securities

Recent company filings

  1. 10-Q filingNov 3, 2026
  2. 8-K filingNov 2, 2026
  3. 425 filingAug 18, 2026
  4. Other EventsAug 18, 2026
  5. 425 filingAug 12, 2026

Registered securities in this filing

Huntsman Corporation · 8-K · Filed 2026-08-25

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.01 per share

Symbol
HUN
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-08-25

Dimensions: Not supplied

Accession 000110465926100848 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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.
Filed exhibits (1)
EX-99.1 (by filename) tm2623961d1_ex99-1.htm

EX-99.1 2 tm2623961d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 OLIN and HUNTSMAN Shareholders Approve Transformative Merger of Equals CLAYTON, Missouri, and THE WOODLANDS, Texas -- August 25, 2026 -- Olin Corporation (NYSE: OLN) and Huntsman Corporation (NYSE: HUN) today announced that their respective shareholders have approved the proposals necessary to complete the companies’ previously announced all-stock merger of equals. “We greatly appreciate the strong support of Olin and Huntsman shareholders as we reach this important milestone,” said Ken Lane, President and Chief Executive Officer of Olin. “OlinHuntsman Corporation will be a more value-focused chemicals company with a world-scale vertically integrated platform that is better positioned to serve customers across the value chain and deliver resilient financial performance. We are committed to completing the remaining steps to close the transaction, and to delivering long-term value for our shareholders, customers, employees, and communities as one company.” “OlinHuntsman will be better positioned to compete in an increasingly global industry, delivering value, adding products and greater service for customers,” said Pe…

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