8-K
EASTMAN CHEMICAL CO (EMN)
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):
August 4, 2022
EASTMAN CHEMICAL COMPANY
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-12626 | 62-1539359 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 200 South Wilcox Drive<br> <br>Kingsport Tennessee | 37662 | |
| --- | --- | |
| (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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | EMN | New York Stock Exchange |
| 1.50% Notes Due 2023 | EMN23 | New York Stock Exchange |
| 1.875% Notes Due 2026 | EMN26 | New York Stock Exchange |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On August 4, 2022, the Board of Directors of Eastman Chemical Company (the “Company”) elected Eric L. Butler as a director to serve until the Company’s 2023 Annual Meeting of Stockholders. He has been appointed to serve as a member of the Audit, Finance, and Environmental, Safety and Sustainability Committees of the Board of Directors. Mr. Butler will receive non-employee director compensation under the standard arrangements and agreements, which include cash compensation, equity awards, and an indemnification agreement, which are further described in the Company’s 2022 Proxy Statement filed with the Securities and Exchange Commission on March 23, 2022.
There are no arrangements or understandings between Mr. Butler and any other persons pursuant to which he was elected as a director. Mr. Butler does not have any family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Mr. Butler and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On August 8, 2022, the Company issued a press release announcing the change to the Board discussed in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
Item 9.01 (d) Exhibits
Exhibit 99.1 is furnished pursuant to Item 9.01(d).
| 99.1 | Press release announcing election of Eric L. Butler as a director. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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/ Clark L. Jordan |
| Clark L. Jordan | |
| Vice President, Legal and Corporate Secretary | |
| Date: August 8, 2022 |
3
EX-99.1
Exhibit 99.1
Eastman Board Elects New Director
| KINGSPORT, Tenn., Aug. 8, 2022 – The Board of Directors of Eastman Chemical Company (NYSE:EMN) has elected Eric L.<br>Butler as a director. Butler is the former Executive Vice President and Chief Administrative Officer of Union Pacific Corporation.<br> <br><br><br><br>“Eric brings to our Board of Directors deep operational discipline and extensive corporate management experience in the industrial<br>sector,” said Mark Costa, Board Chair and CEO. “He is a strong thought leader who brings strategic thinking, well-honed analytical skills and a unique blend of operations and commercial perspectives to the boardroom. We welcome Eric to<br>Eastman as a member of our Board.”<br> <br><br> <br>During Butler’s 32-year career with Union Pacific, he led a wide variety of company functions and initiatives, including marketing and sales, purchasing and supply chain, financial planning and analysis, strategic planning, human<br>resources, industrial engineering and transportation research. He retired as Chief Administrative Officer in 2018. Butler has served as the Chairman of the Board of the Federal Reserve Bank of Kansas City – Omaha Branch and is a member of the<br>board of directors of NiSource, Inc. |
|---|
Butler received both a Bachelor of Science degree in Mechanical Engineering and a Master of Science degree in Industrial Administration from Carnegie Mellon University.
Founded in 1920, Eastman is a global specialty materials company that produces a broad range of products found in items people use every day. With the purpose of enhancing the quality of life in a material way, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. The company’s innovation-driven growth model takes advantage of world-class technology platforms, deep customer engagement, and differentiated application development to grow its leading positions in attractive end markets such as transportation, building and construction, and consumables. As a globally inclusive and diverse company, Eastman employs approximately 14,000 people around the world and serves customers in more than 100 countries. The company had 2021 revenues of approximately $10.5 billion and is headquartered in Kingsport, Tennessee, USA. For more information, visit www.eastman.com.
Contacts:
Media: Tracy Kilgore Addington
423-224-0498 / tracy@eastman.com
Investors: Greg Riddle
212-835-1620 / griddle@eastman.com