Eastman Chemical Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$EMN
Major Chemicals
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(423 ) 229-2000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2026 Annual Meeting of the Stockholders (the “Annual Meeting”) of Eastman Chemical Company (the "Company") was held on May 7, 2026. There were 114,349,911 shares of common stock outstanding and entitled to be voted, and of those shares 100,631,008 were represented virtually or by proxy, at the Annual Meeting.
Four items of business were considered by stockholders at the Annual Meeting:
•The election of eleven directors to serve until the Annual Meeting of Stockholders in 2027 and until their successors are duly elected and qualified;
•Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
•An advisory vote on executive compensation (the “say-on-pay” vote) as disclosed in the 2026 Annual Meeting Proxy Statement (the “Proxy Statement”);
•Approval of the 2026 Omnibus Stock Compensation Plan; and
•An advisory vote on stockholder proposal regarding lowering the threshold for calling special shareholder meetings to 10% as disclosed in the Proxy Statement.
1.The results of the voting on the election of directors were as follows:
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
Humberto P. Alfonso | 86,574,085 | 3,721,684 | 121,907 | 10,213,332 | ||||||||||
| Damon J. Audia | 89,949,795 | 344,446 | 123,438 | 10,213,329 | ||||||||||
Brett D. Begemann | 85,780,518 | 4,534,791 | 102,368 | 10,213,331 | ||||||||||
Eric L. Butler | 89,454,490 | 855,441 | 107,747 | 10,213,330 | ||||||||||
Mark J. Costa | 86,014,316 | 4,291,824 | 111,536 | 10,213,332 | ||||||||||
Linnie M. Haynesworth | 89,759,261 | 559,329 | 99,089 | 10,213,329 | ||||||||||
Julie F. Holder | 82,207,815 | 8,114,787 | 95,066 | 10,213,340 | ||||||||||
Renée J. Hornbaker | 86,314,362 | 4,007,136 | 96,182 | 10,213,328 | ||||||||||
Kim Ann Mink | 87,902,915 | 2,396,876 | 117,887 | 10,213,330 | ||||||||||
James J. O'Brien | 87,179,492 | 3,114,040 | 124,149 | 10,213,327 | ||||||||||
Donald W. Slager | 89,954,694 | 358,034 | 104,952 | 10,213,328 | ||||||||||
Accordingly, each of the eleven nominees received a majority of votes cast in favor of that director's election and was elected.
2.The results of the voting on the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2026 were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 96,146,277 | 4,386,005 | 98,726 | 0 | ||||||||
Accordingly, a majority of votes cast on the ratification of the appointment of the independent registered public accounting firm were in favor of the proposal and the appointment of PricewaterhouseCoopers LLP was ratified.
3.The results of the voting on the advisory "say-on-pay" vote were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 69,669,114 | 20,478,706 | 269,847 | 10,213,341 | ||||||||
Accordingly, a majority of votes cast on the advisory "say-on-pay" vote were "for" approval of the executive compensation as disclosed in the Proxy Statement.
4.The results of the voting on the 2026 Omnibus Stock Compensation Plan were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 80,737,425 | 9,464,242 | 216,004 | 10,213,337 | ||||||||
Accordingly, a majority of votes cast on the 2026 Omnibus Stock Compensation Plan (the "Plan") were "for" approval of this proposal. A description of the Plan is contained in the Proxy Statement.
5.The results of the voting on the advisory stockholder proposal regarding lowering the threshold for calling special shareholder meetings to 10% were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 25,178,875 | 64,930,702 | 308,085 | 10,213,346 | ||||||||
Accordingly, a majority of votes cast on this stockholder proposal were not in favor of the advisory proposal and the proposal was not adopted.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Eastman Chemical Company | ||||||||
| By: | /s/ Iké G. Adeyemi | |||||||
| Iké G. Adeyemi | ||||||||
| Senior Vice President, Chief Legal Officer and | ||||||||
| Corporate Secretary | ||||||||
| Date: May 12, 2026 | ||||||||