EMN 8-K
Eastman Chemical Co (EMN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of The Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2023 Annual Meeting of the Stockholders (the “Annual Meeting”) of Eastman Chemical Company (the “Company”) was held on May 4, 2023. There were 119,138,025 shares of common stock outstanding and entitled to be voted, and of those shares 103,367,988 were represented virtually or by proxy, at the Annual Meeting.
Five items of business were considered by stockholders at the Annual Meeting:
| • | election of twelve directors to serve until the Annual Meeting of Stockholders in 2024, 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, 2023; |
| • | advisory vote on executive compensation (the “say-on-pay” vote) as disclosed in the 2023 Annual Meeting Proxy Statement (the “Proxy Statement”); |
| • | advisory vote on the frequency of the vote on executive compensation; and |
| • | advisory vote on a stockholder proposal regarding an independent Board Chair. |
| 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 |
81,893,312 | 11,825,258 | 201,799 | 9,447,619 | ||||
| Brett D. Begemann |
87,006,612 | 6,711,175 | 202,581 | 9,447,620 | ||||
| Eric L. Butler |
93,076,782 | 633,925 | 209,667 | 9,447,614 | ||||
| Mark J. Costa |
86,912,844 | 6,341,955 | 665,570 | 9,447,619 | ||||
| Edward L. Doheny II |
92,519,382 | 1,197,190 | 203,800 | 9,447,616 | ||||
| Linnie M. Haynesworth |
92,844,459 | 873,461 | 202,452 | 9,447,616 | ||||
| Julie F. Holder |
88,636,197 | 5,083,365 | 200,807 | 9,447,619 | ||||
| Renée J. Hornbaker |
88,297,840 | 5,419,783 | 202,745 | 9,447,620 | ||||
| Kim Ann Mink |
92,543,407 | 1,184,051 | 192,915 | 9,447,615 | ||||
| James J. O’Brien |
89,516,738 | 4,199,641 | 203,991 | 9,447,618 | ||||
| David W. Raisbeck |
87,217,859 | 6,501,172 | 201,338 | 9,447,619 | ||||
| Charles K. Stevens III |
92,464,730 | 1,249,396 | 206,244 | 9,447,618 |
Accordingly, each of the twelve nominees received a majority of votes cast in favor of that director’s election and was elected.
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| 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 2023 were as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 93,528,763 | 9,652,526 | 186,699 | 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 | |||
| 85,769,897 | 7,626,458 | 524,003 | 9,447,630 |
Accordingly, a majority of votes cast in 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 advisory vote on the frequency of the “say-on-pay” vote were as follows: |
| Votes For “One Year” |
Votes For “Two Years” |
Votes For “Three Years” |
Abstentions |
Broker Non-Votes | ||||
| 90,892,578 | 133,386 | 2,634,616 | 259,776 | 9,447,632 |
Accordingly, a majority of votes cast on the advisory vote on the frequency of the “say-on-pay” vote were for such vote to continue to occur every year. In accordance with the Board of Directors’ recommendation, and based on the results of this advisory vote, the Company will continue to hold an annual advisory vote on executive compensation.
| 5. | The results of the voting on the advisory stockholder proposal regarding an independent Board Chair were as follows: |
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 27,227,935 | 66,378,997 | 313,428 | 9,447,628 |
Accordingly, a majority of votes cast on this stockholder proposal were not in favor of the advisory proposal and the proposal was not adopted.
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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/ Kellye L. Walker | |
| Kellye L. Walker | ||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | ||
| Date: May 9, 2023 | ||
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