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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 Huntsman Corp. 10-K 12/31/23 170:35M RDG Filings/FA Huntsman International LLC |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 6.60M 2: EX-10.43 Material Contract HTML 1.33M 3: EX-10.44 Material Contract HTML 1.86M 4: EX-21.1 Subsidiaries List HTML 72K 5: EX-23.1 Consent of Expert or Counsel HTML 46K 10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 62K Awarded Compensation 6: EX-31.1 Certification -- §302 - SOA'02 HTML 51K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 51K 8: EX-32.1 Certification -- §906 - SOA'02 HTML 49K 9: EX-32.2 Certification -- §906 - SOA'02 HTML 49K 16: R1 Document And Entity Information HTML 125K 17: R2 Consolidated Balance Sheets HTML 215K 18: R3 Consolidated Balance Sheets (Parentheticals) HTML 116K 19: R4 Consolidated Statements of Operations HTML 227K 20: R5 Consolidated Statements of Comprehensive Income HTML 89K 21: R6 Consolidated Statements of Equity HTML 162K 22: R7 Consolidated Statements of Equity (Parentheticals) HTML 48K 23: R8 Consolidated Statements of Cash Flows HTML 218K 24: R9 Consolidated Statements of Cash Flows HTML 50K (Parentheticals) 25: R10 Insider Trading Arrangements HTML 56K 26: R11 Note 1 - General HTML 60K 27: R12 Note 2 - Summary of Significant Accounting HTML 115K Policies 28: R13 Note 3 - Business Combinations and Acquisitions HTML 73K 29: R14 Note 4 - Discontinued Operations and Business HTML 94K Dispositions 30: R15 Note 5 - Inventories HTML 59K 31: R16 Note 6 - Property, Plant and Equipment HTML 73K 32: R17 Note 7 - Investment in Unconsolidated Affiliates HTML 78K 33: R18 Note 8 - Variable Interest Entities HTML 78K 34: R19 Note 9 - Leases HTML 86K 35: R20 Note 10 - Intangible Assets HTML 96K 36: R21 Note 11 - Accrued Liabilities HTML 71K 37: R22 Note 12 - Restructuring, Impairment and Plant HTML 122K Closing Costs 38: R23 Note 13 - Other Noncurrent Liabilities HTML 66K 39: R24 Note 14 - Debt HTML 134K 40: R25 Note 15 - Derivative Instruments and Hedging HTML 59K Activities 41: R26 Note 16 - Fair Value HTML 65K 42: R27 Note 17 - Revenue Recognition HTML 148K 43: R28 Note 18 - Employee Benefit Plans HTML 714K 44: R29 Note 19 - Income Taxes HTML 309K 45: R30 Note 20 - 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Employee Benefit Plans - Fair Value of HTML 94K Recurring Plan Assets (Details) 131: R116 Note 18 - Employee Benefit Plans - Reconciliation HTML 62K of Balances at Fair Value Using Unobservable Inputs (Details) 132: R117 Note 18 - Employee Benefit Plans - Asset HTML 74K Allocation (Details) 133: R118 Note 19 - Income Taxes (Details Textual) HTML 127K 134: R119 Note 19 - Income Taxes - Components of Income Tax HTML 67K Expense (Details) 135: R120 Note 19 - Income Taxes - Income Tax Reconciliation HTML 94K (Details) 136: R121 Note 19 - Income Taxes - Income Tax Reconciliation HTML 50K (Details) (Parentheticals) 137: R122 Note 19 - Income Taxes - Components of Income HTML 58K (Loss) From Continuing Operations (Details) 138: R123 Note 19 - Income Taxes - Deferred Tax Assets and HTML 110K Liabilities (Details) 139: R124 Note 19 - Income Taxes - Summary of Changes in the HTML 76K Deferred Tax Assets Valuation Allowance (Details) 140: R125 Note 19 - Income Taxes - Reconciliation of HTML 56K Unrecognized Tax Benefits (Details) 141: R126 Note 19 - 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Summary HTML 76K of Stock Option Activity (Details) 152: R137 Note 23 - Stock-based Compensation Plan - Summary HTML 76K of the Status of Nonvested Shares (Details) 153: R138 Note 24 - Accumulated Other Comprehensive Loss HTML 88K (Details Textual) 154: R139 Note 24 - Accumulated Other Comprehensive Loss - HTML 157K Components and Changes in Accumulated Other Comprehensive Loss (Details) 155: R140 Note 24 - Accumulated Other Comprehensive Loss - HTML 80K Reclassification Details (Details) 156: R141 Note 25 - Related Party Transactions - HTML 55K Transactions With Affiliates (Details) 157: R142 Note 26 - Operating Segment Information (Details HTML 47K Textual) 158: R143 Note 26 - Operating Segment Information - HTML 181K Financial Information By Segment (Details) 159: R144 Note 26 - Operating Segment Information - Revenues HTML 84K and Long-lived Assets By Geographical Area (Details) 160: R145 Schedule I - Condensed Financial Information of HTML 119K Registrant - Huntsman Corporation (Parent Only) Balance Sheets (Details) 161: R146 Schedule I - 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Exhibit 97
HUNTSMAN CORPORATION
CLAWBACK POLICY
PURPOSE
Huntsman Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this policy, which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws (this “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed.
ADMINISTRATION
This Policy shall be administered by the Compensation Committee of the Board (the “Compensation Committee”). Any determinations made by the Compensation Committee shall be final and binding on all affected individuals.
COVERED EXECUTIVES
This Policy applies to the Company’s current and former executive officers (as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of the national securities exchange on which the Company’s securities are listed) and such other senior executives or employees who may from time to time be deemed subject to this Policy by the Compensation Committee (collectively, the “Covered Executives”). This Policy shall be binding and enforceable against all Covered Executives.
RECOUPMENT; ACCOUNTING RESTATEMENT
In the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each an “Accounting Restatement”), the Compensation Committee will reasonably promptly require reimbursement or forfeiture of the Overpayment (as defined below) received by any Covered Executive (x) after beginning service as a Covered Executive, (y) who served as a Covered Executive at any time during the performance period for the applicable Incentive-Based Compensation (as defined below), and (z) during the three (3) completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years.
INCENTIVE-BASED COMPENSATION
For purposes of this Policy, “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a financial reporting measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a financial reporting measure performance goal; (iii) other cash awards based on satisfaction of a financial reporting measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a financial reporting measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a financial reporting measure performance goal.
Compensation that would not be considered Incentive-Based Compensation includes, but is not limited to: (i) salaries; (ii) bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period; (iii) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; (iv) wholly time-based equity awards; and (v) discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a financial reporting measure performance goal.
A financial reporting measure is: (i) any measure that is determined and presented in accordance with the accounting principles used in preparing financial statements, or any measure derived wholly or in part from such measure, such as revenues, EBITDA, or net income or (ii) stock price and total shareholder return. Financial reporting measures include, but are not limited to: revenues; net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover rates); net assets or net asset value per share; earnings before interest, taxes, depreciation and amortization; funds from operations and adjusted funds from operations; liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures (e.g., earnings per share); sales per square foot or same store sales, where sales is subject to an accounting restatement; revenue per user, or average revenue per user, where revenue is subject to an accounting restatement; cost per employee, where cost is subject to an accounting restatement; any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an accounting restatement; and tax basis income.
OVERPAYMENT: AMOUNT SUBJECT TO RECOVERY
The amount to be recovered will be the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, and must be computed without regard to any taxes paid (the “Overpayment”). Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the financial reporting measure specified in the Incentive-Based Compensation award is attained, even if the vesting, payment or grant of the Incentive-Based Compensation occurs after the end of that period.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the exchange on which the Company’s securities are listed.
METHOD OF RECOUPMENT
The Compensation Committee will determine, in its sole discretion, the method or methods for recouping any Overpayment hereunder which may include, without limitation:
● |
requiring reimbursement of cash Incentive-Based Compensation previously paid; |
● |
seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards granted as Incentive-Based Compensation; |
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offsetting any or all of the Overpayment from any compensation otherwise owed by the Company to the Covered Executive; |
● |
cancelling outstanding vested or unvested equity awards; and/or |
● |
taking any other remedial or recovery action permitted by law, as determined by the Compensation Committee. |
LIMITATION ON RECOVERY; NO ADDITIONAL PAYMENTS
The right to recovery will be limited to Overpayments received during the three (3) completed fiscal years prior to the date on which the Company is required to prepare an Accounting Restatement and any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three (3) completed fiscal years. In no event shall the Company be required to award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive-Based Compensation payment.
NO INDEMNIFICATION
The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive-Based Compensation.
INTERPRETATION
The Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and the applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
EFFECTIVE DATE
This Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and shall apply to Incentive-Based Compensation (including Incentive-Based Compensation granted pursuant to arrangements existing prior to the Effective Date). Notwithstanding the foregoing, this Policy shall only apply to Incentive-Based Compensation received (as determined pursuant to this Policy) on or after the effective date of Section 303A.14 of the NYSE Listed Company Manual.
AMENDMENT; TERMINATION
The Board may amend this Policy from time to time in its discretion. The Board may terminate this Policy at any time.
OTHER RECOUPMENT RIGHTS
The Board intends that this Policy will be applied to the fullest extent of the law. The Compensation Committee may require that any employment or service agreement, cash-based bonus plan or program, equity award agreement, or similar agreement entered into on or after the adoption of this Policy shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, cash-based bonus plan or program, or similar agreement and any other legal remedies available to the Company.
IMPRACTICABILITY
The Compensation Committee shall recover any Overpayment in accordance with this Policy except to the extent that the Compensation Committee determines such recovery would be impracticable because:
(A) The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered;
(B) Recovery would violate home country law of the Company where that law was adopted prior to November 28, 2022; or
(C) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
SUCCESSORS
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 2/22/24 | None on these Dates | ||
For Period end: | 12/31/23 | |||
11/28/22 | ||||
List all Filings |