Huntsman Corporation (NASDAQ:HUN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On December21, 2016, the Board of Directors (the Board) of
Huntsman Corporation (the Company) approved the amendment and
restatement of the bylaws of the Company (the Bylaws), effective
as of such date.
The Bylaws were amended to permit a shareholder, or a group of up
to 20 shareholders (with funds having specified relationships
constituting a single shareholder), who own (as defined in the
Bylaws) three percent or more of the Companys outstanding common
stock continuously for at least three years, to nominate and
include in the Companys proxy materials director candidates
constituting up to two directors or 20% of the Board (rounded
down to the nearest whole number), whichever is greater, provided
that the shareholder(s)and the nominee(s)satisfy the requirements
specified in the Bylaws.
The Bylaws were also amended to provide that stockholders who
collectively own (as defined in the Bylaws) at least 25% of the
Companys outstanding shares of common stock continuously for at
least 365 consecutive dates and who satisfy certain other
requirements may have the Company call a special meeting of
stockholders for certain purposes.
In addition, the Bylaws were amended to (a)revise the voting
standards for director elections from a plurality vote standard
for all director elections to (i)a majority vote standard for
elections other than Contested Elections (as defined in the
Bylaws) or (ii)a plurality vote standard for Contested Elections,
as applicable; and (b)adopt a director resignation policy such
that, in order for any incumbent director to become a nominee of
the Board, such person must submit an irrevocable resignation,
contingent on (i)that person not receiving a majority of the
votes cast in an election that is not a Contested Election and
(ii)acceptance of that proffered resignation by the Board.
The amendments also include various updates, wording changes and
clarifications.
The foregoing description of the Bylaws is qualified in its
entirety by reference to the full text of the Bylaws, a copy of
which is attached hereto as Exhibit3.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and
Exhibits
(d) Exhibits
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Exhibit Number |
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Description |
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3.1 |
Fifth Amended and Restated Bylaws of Huntsman Corporation, |
About Huntsman Corporation (NASDAQ:HUN)