Huntsman Corp

1. 1

   Olin Direct Merger Proposal

   ManagementBoard: FOR

   Approval of the merger agreement and related plan of merger providing for the direct merger of Huntsman with and into Olin, including issuance of Olin common stock as merger consideration.

   More detail

   This proposal asks Olin shareholders to approve the merger agreement and the related plan of merger that would effect the direct merger (Huntsman merging into Olin) and authorize the issuance of Olin common stock as the merger consideration. Management is seeking shareholder approval because, under Virginia law and NYSE rules, the issuance of shares in the direct merger requires shareholder authorization and approval is a condition to consummation of the direct merger. The direct merger would result in each Huntsman share being exchanged for a fixed number of Olin shares (the exchange ratio), and Olin expects to issue a substantial number of shares (exceeding the NYSE 20% threshold), which is why this specific approval is required. The Olin board recommends “FOR” this proposal, asserting the direct merger delivers greater financial benefits and capital structure efficiency compared with the subsidiary-merger alternative and will generate significant value for shareholders. The proposal carries a higher approval threshold (more than two-thirds of outstanding Olin shares entitled to vote), so failure to reach that threshold could lead the parties to implement the subsidiary merger instead; abstentions, failures to vote and broker non-votes will effectively count as “AGAINST” the direct-merger approval. The background includes fairness opinions and board analyses, and the merger agreement contains covenants (including no-solicit and recommendation provisions) and potential termination fees that bear on strategic alternatives. If approved by Olin and by Huntsman stockholders (and other closing conditions are met), the merger will be consummated as the direct merger; if not approved by Olin but the subsidiary proposal passes, the parties may proceed via the subsidiary merger. Shareholders should weigh the expected synergies and the board’s reasons against the dilution from issuance and the transaction risks, including integration and financing of Huntsman indebtedness in alternative structures.

2. 2

   Olin Subsidiary Merger Proposal

   ManagementBoard: FOR

   Approval of the issuance of shares of Olin common stock in connection with the subsidiary merger alternative (two-step subsidiary merger) as described in the merger agreement.

   More detail

   This management proposal asks Olin shareholders to authorize the issuance of Olin common stock required if the parties implement the subsidiary-merger structure instead of the direct merger. Management seeks this approval because NYSE rules require shareholder approval prior to issuing shares if the issuance would equal or exceed 20% of outstanding shares; the expected issuance in the subsidiary merger would exceed that threshold. The subsidiary-merger route carries a lower shareholder approval threshold (a majority of votes cast), making it a fallback to increase the likelihood the transaction closes if the higher-threshold direct merger cannot be approved. The Olin board recommends “FOR” the proposal to preserve closing options and to give shareholders a choice of approving at least one form of the transaction. Financially, the subsidiary structure may necessitate refinancing certain Huntsman notes, potentially increasing interest expense for the combined company and lowering net income versus the direct-merger structure; the board highlights the direct merger as more efficient but supports the subsidiary route to avoid failing the transaction entirely. The proposal therefore balances regulatory/NYSE compliance and transaction completion odds against potential longer-term financial impacts of the subsidiary structure and dilution from issuance. Shareholders should evaluate the tradeoff between increasing the probability of deal consummation and the possible lower financial efficiency and refinancing risks that may follow the subsidiary path.

3. 3

   Olin Advisory Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation that may be paid to Olin’s named executive officers that is based on or otherwise relates to the merger (golden parachute/merger-related compensation).

   More detail

   This is a required non-binding advisory 'say-on-pay' vote asking Olin shareholders to approve compensation arrangements for Olin’s named executive officers that are based on or relate to the merger. Management is holding the vote because SEC rules (Dodd-Frank–derived Item 402(t)) require such an advisory vote when merger-related payments to named executive officers exist; approval is not a condition to closing and is not binding on the board or company. The Olin board recommends a “FOR” vote and frames the compensation as appropriate to incentivize executives to execute a complex transaction from its early stages through closing. Practically, even a vote against will not legally prevent the payments from being made if contractually obligated upon closing, but a negative outcome could create reputational pressure on the board and management and may prompt post-close governance or compensation changes. Investors typically use this vote to express approval or concern about the magnitude or structure of severance, change-in-control, and other merger-related pay elements (golden parachutes), so this proposal offers an opportunity for shareholder feedback. The company emphasizes that the programs are designed to align management with shareholder value creation in a transaction context, but investors should review the detailed disclosures (including quantification of payments) to assess whether they are appropriate and commensurate with expected benefits. The board’s recommendation and the presence of financial-advisor fairness analyses should be considered alongside the non-binding nature of the vote when assessing the practical consequences of the shareholder decision.

4. 4

   Olin Adjournment Proposal

   ManagementBoard: FOR

   Authorization to approve one or more adjournments of the Olin special meeting to a later date or time, if necessary or appropriate, to permit solicitation of additional votes or to provide supplemental disclosure.

   More detail

   This management proposal asks shareholders to grant the board authority to adjourn the special meeting to a later date if needed to solicit additional proxies or to allow time for required supplemental or amended disclosures. The board seeks this flexibility because either a lack of a quorum, insufficient votes in favor of the merger proposals, or newly required information could make it prudent to reconvene after additional solicitation or disclosure. The vote is a majority-of-votes-cast proposal and is non-substantive with respect to the underlying transaction: it does not change deal terms, only the timing of the meeting. The Olin board recommends a “FOR” vote to preserve its ability to secure the necessary shareholder approvals without having to abandon the transaction prematurely. The merger agreement contains limitations and coordination obligations governing adjournments (including timing constraints and consultation with the other party), so this adjournment authority is not unconstrained. Approving the adjournment proposal helps the parties to avoid failing the deal on procedural grounds and gives shareholders the opportunity to receive any supplementary disclosures before voting. Investors should note that while adjournments can facilitate completion, they can also delay certainty and expose the companies to market or regulatory developments during the extension period.

5. 5

   Huntsman Merger Proposal

   ManagementBoard: FOR

   Adoption of the Agreement and Plan of Merger, dated June 15, 2026, among Olin, First Merger Sub, Second Merger Sub and Huntsman to effect the business combination either through the direct merger or the two-step subsidiary merger.

   More detail

   This proposal asks Huntsman stockholders to adopt the Agreement and Plan of Merger that would effect the business combination with Olin either via a direct merger into Olin or via a two-step subsidiary-merger structure. Adoption by Huntsman stockholders is a required condition to closing; the proposal requires the affirmative vote of a majority of Huntsman shares outstanding and entitled to vote. Management seeks stockholder adoption because the merger agreement sets the terms of the transaction (including the exchange ratio and related mechanics) and Huntsman’s board believes the transaction will create significant value for Huntsman stockholders. The Huntsman board unanimously recommends a “FOR” vote and has obtained fairness opinions; certain Huntsman insiders and affiliated holders (including holders party to a voting and support agreement) have committed to vote in favor, increasing the likelihood of approval. The proposal is distinct from the non-binding advisory compensation vote and an adjournment proposal; approval of the advisory compensation proposal is not a condition to closing. If Huntsman stockholders approve the merger but Olin shareholders do not approve either of Olin’s merger alternatives, the transaction will not close; conversely, both sides must meet their respective approval conditions for the deal to close. Stockholders should consider the board’s reasons, the exchange terms, projected synergies and the integration risks, as well as the protections and covenants in the merger agreement and potential termination fees and other remedies available under the agreement.

6. 6

   Huntsman Advisory Compensation Proposal

   ManagementBoard: FOR

   Non-binding, advisory vote to approve compensation that may be paid to Huntsman’s named executive officers that is based on or otherwise relates to the merger (golden parachute/merger-related compensation).

   More detail

   This is Huntsman’s required non-binding advisory 'say-on-pay' vote on merger-related compensation for its named executive officers. The vote is advisory and not a condition to closing, but SEC rules require that stockholders be provided the opportunity to express approval or disapproval of the compensation arrangements tied to the merger. Huntsman’s board recommends a “FOR” vote and seeks stockholder support on grounds that its compensation arrangements are designed to align management incentives to execute and integrate the transaction. Operationally, even if stockholders vote against the advisory proposal, contractual obligations or the terms of employment agreements may still require payments upon closing or qualifying terminations; a negative vote would primarily signal shareholder discontent and could trigger governance responses by the board. Stakeholders should review Item 402(t) disclosures (quantified golden parachute amounts) to evaluate the magnitude and structure of these payments relative to the projected benefits of the transaction. The board’s recommendation and the fairness analyses referenced elsewhere in the proxy should be weighed in context, but the advisory nature of the vote means its primary effect is reputational and suggestive rather than dispositive.

7. 7

   Huntsman Adjournment Proposal

   ManagementBoard: FOR

   Authorization to approve one or more adjournments of the Huntsman special meeting to a later date or time, if necessary or appropriate, to permit solicitation of additional votes or to provide supplemental disclosure.

   More detail

   This proposal asks Huntsman stockholders to permit the chair or board to adjourn the special meeting to a later date for procedural reasons (lack of quorum) or to allow additional solicitation or supplemental disclosures so stockholders can make informed decisions. Management requests this authority to avoid having the meeting fail for procedural reasons or to provide time for any required disclosure updates that might arise prior to the meeting. The vote is by a simple majority of votes present or represented and entitled to vote and is not substantive with respect to the merger terms; it simply authorizes the board to manage timing. The Huntsman board recommends a “FOR” vote to preserve flexibility and increase the chance of obtaining the votes necessary to approve the merger proposal. The merger agreement and governance rules constrain adjournments (they may not be extended beyond contractually agreed limits without consent), so the adjournment authority is not open-ended. Approving adjournment authority can facilitate consummation but also delays finality and may extend exposure to market, regulatory or competing bid developments during any adjournment period. Shareholders should balance the desire for a prompt resolution against the need for complete disclosures and adequate solicitation to secure an informed vote.

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When is the Huntsman Corp 2026 special meeting?

Huntsman Corp (HUN) holds its 2026 special shareholder meeting on Tuesday, August 25, 2026.

What is the record date for the Huntsman Corp 2026 meeting?

The record date for the Huntsman Corp 2026 meeting is Thursday, July 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Huntsman Corp's 2026 meeting?

The board is presenting 10 director nominees at the Huntsman Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Huntsman Corp 2026 meeting?

Shareholders will vote on 7 proposals at the Huntsman Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.