AGM 2026

Apr 29, 2026

Good morning. I'd like to welcome everyone to the Huntsman Corporation 2026 Annual Meeting of Shareholders. I'm Peter Huntsman, Chairman of the Board of Directors, President and Chief Executive Officer. It is now shortly after 8:00 A.M. Central Time, and this meeting is officially called to order. As you all know, this meeting is being conducted virtually. All of our board members have joined our meeting today. Members of our senior management team are also with us. Attending from our Board of Directors are Cynthia Egan, Dr. Mary Beckerle, Sonia Dulá, Curt Espeland, Daniele Ferrari, Jeanne McGovern, José Muñoz, David Sewell, and Retired Vice Admiral Jan Tighe. Not standing for election this meeting will be Dr. Mary Beckerle. I would just like to say that Dr. Beckerle has been with this board for the past 15 years. During that time, she's helped lead a massive asset transformation of this company. She's seen the company go from what I would consider to be overly leveraged to an investment-grade balance sheet. She's helped us in the transition from the death of our founder, through a pandemic, and also through one of the worst recessions in the modern chemical industry. Yet, here we are in another conflict in the Middle East, of which she's given us her counsel and advice. During that time, she also has built the Huntsman Cancer Institute at the University of Utah into a world-recognized center of research, care, and education. She's renowned, globally renowned cell biologist and member of the U.S. National Academy of Sciences. Dr. Beckerle, I'd just like to publicly acknowledge that you leave this company far better than how you found it, and that, in my definition, is a legend, and I would like to thank you for all that you've done. Also joining us today is Laura McCracken of Deloitte & Touche LLP, an independent registered public accounting firm. Laura is a global lead client service partner for Huntsman's 2026 audit and will be available during the question and answer session to respond to appropriate questions, if any. Finally, we have appointed Natalie Hairston of American Election Services LLC to act as the independent inspector of elections today, and she is in attendance. Ms. Hairston has taken her oath as an independent inspector of elections. The agenda and our rules of conduct for this meeting can be found under the Meetings Material section of the web portal. To conduct an orderly meeting, we ask you to please abide by these rules. As stated in the rules of conduct, only stockholders of record or their proxy holders may be heard at this meeting. Our virtual platform allows you to submit questions for the Q&A session at the end of the meeting. You can submit your questions at any time during the meeting. 1. Out of consideration of others, we will limit each stockholder to 3 questions in the Q&A session. You may also reach out to our investor relations in the ordinary course of either by telephone or via the Huntsman website. Thank you for your cooperation of these rules. Our first order of business is to determine whether a quorum is present for the annual meeting. Ms. Smedley, can you provide us with this report? Thank you, Peter. As of the record date of March 6, 2026, there were 173,976,139 shares of common stock outstanding and entitled to vote at this meeting. Prior to the start of the meeting, we received proxies representing over 87% of the total number of shares of common stock of the company entitled to vote at this meeting. Thank you very much. Based on the proxies that we received prior to the meeting, we have a quorum, and I declare this meeting to be duly convened for the purpose of conducting such business as may properly come before it. I have an affidavit of mailing demonstrating that notice of this annual meeting was duly given. Copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of the meeting. All stockholders of record at the close of business on March 6, 2026 are entitled to vote at this meeting. Having duly convened this meeting, I will now turn to the business of the meeting by acting on the 4 matters described in the notice of meeting that was sent with our proxy statement to our stockholders. The board's recommendation for each of the 4 matters to be voted is on as set forth in the company's proxy statement. Most stockholders have voted on proxy cards in advance of the meeting. As a reminder, you may vote your shares until the polls close by clicking the Vote Here button on your screen. If you voted before the start of the meeting, your vote has already been received and recorded by the Inspector of Elections. Unless you wish to revoke or change your vote, you should not vote again. The first proposal is to elect 9 directors to serve until the 2027 annual meeting. The board of directors has nominated the following persons for election as director of the company: 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. Second proposal is a non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the company's proxy statement. The third proposal is to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The fourth proposal is a vote on a shareholder proposal submitted by John Chevedden, requesting an independent board chair policy. With respect to this fourth proposal, we will now hear a presentation from John Chevedden. Mr. Chevedden, you have been allotted five minutes to make your presentation. Sir, please proceed. Hello, this is John Chevedden. Proposal 4, independent Board Chairman. Charles requested the board of directors to adopt an enduring policy and amend the governing documents in order that two separate people hold the office of the Chairman and the office of the CEO as soon as possible. Selection of the Chairman of the Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer. The Chairman of the Board shall be an independent Director. A Lead Director shall not be a substitute for an independent Board Chairman. Board shall have the discretion to select an interim Chairman of the Board, who's not an independent Director, to serve while the Board is seeking an independent Chairman of the Board on an accelerated basis. Now is a good time to transition to an independent Board Chairman. Huntsman stock was at $41 in 2022 and has fallen to $13 now. Huntsman missed Q4 earnings estimates, with revenue down 6% year-over-year. Huntsman is expected to report a loss for Q1 tomorrow. An independent board chairman improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting investor confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to the company's long-term sustainability and profitability. Please vote yes, independent board chairman, proposal 4. Mr. Chevedden, thank you very much. The board of directors recommends against proposal 4, and the board statement of opposition is set out in the company's proxy statement. The board further recommends that shareholders vote for each of the board of directors nominees and for each of the company's proposals. Under the procedure set forth in our bylaws, no other matters may be presented at this meeting, that completes the items to be voted on at this meeting. It is now 8:09 A.M., and there are no other matters for consideration. I declare the polls to be open. We will proceed with the voting on the 4 matters presented at this meeting. Amy Smedley will review the voting procedures. Thank you, Mr. Chairman. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action at this time. Any stockholder who has not yet voted or who wishes to change a prior vote may do so by clicking on the Vote Here button on the web portal, which, through which you accessed this meeting, and following the instructions there. It is now 8:09 A.M., and it appears that everyone has had the opportunity to vote. Accordingly, the polls for voting on the matter before this meeting are hereby closed. Amy Smedley, would you now present the preliminary report of the Inspector of Elections? Yes. We have been informed by the independent Inspector of Elections that the preliminary vote report shows that, 1, the nominees for election to the board of directors have each been duly elected. 2, stockholders voting on a non-binding advisory basis have approved our named executive officer compensation. 3, stockholders have ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. 4, stockholders have not approved the stockholder proposal requesting an independent board chair policy. We will file a Form 8-K with the SEC announcing the final voting results after we receive a report from the independent Inspector of Elections. Thank you. This concludes the business portion of our meeting. Thank you for attending today's meeting. The formal business portion of this meeting is now adjourned. We will now open the floor to questions from stockholders, of which we have received a few, and I will ask Kristina Henshaw from our investor relation group to read those questions. Yes. Our first question is, Please advise the Huntsman response to Moody's downgraded Huntsman to Ba1 from Baa3, citing weak demand and high debt levels. With us today is our Chief Financial Officer, Phil Lister, who's anxious to reply to that. Moody's downgraded Huntsman to Ba2 from Ba1 on February the 19th. That was not a surprise, given the extended trough in the chemical industry. We're managing our balance sheet, and we're managing our liquidity, within the confines of that credit rating. Our delivery on free cash flow is insured, but we've managed our net debt to approximately $1.5 billion on a regular basis. In addition to that, we successfully extended or entered into a new revolver for $800 million, which takes us through the year 2031. In addition to that, combined with our securitization, we have more than ample liquidity to manage the company going forward. We also have an excellent profile on our bonds, 2029, 2031, 2034 debt maturities. That helps the company, with the credit rating that we have today. Kristina, any other questions? Yes, one final question. Does Huntsman expect a fiscal Q1 2026 loss? I would just reply to that and say this Friday, the 1st of May, we will be reporting, in a fulsome report to all shareholders at that time, and investors, our earnings for the 1st quarter, which we'll be answering that and detailing that, question. Thank you for the question, I think it would be, more appropriate for us to answer that in a more fulsome environment. Yes. With that, I believe that that concludes our Q&A. Is that correct, Kristina? That's correct. Thank you very much. The, I believe that we are now adjourned, and I'll close this meeting. Thank you very much for taking the time to be with us today.