UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.07 | Submission of Matters to a Vote of Security Holders |
The 2024 Annual Meeting of the Stockholders (the “Annual Meeting”) of Eastman Chemical Company (the “Company”) was held on May 2, 2024. There were 117,603,461 shares of common stock outstanding and entitled to be voted, and of those shares 100,589,589 were represented virtually or by proxy, at the Annual Meeting.
Three items of business were considered by stockholders at the Annual Meeting:
• | The election of ten directors to serve until the Annual Meeting of Stockholders in 2025, 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, 2024; and |
• | An advisory vote on executive compensation (the “say-on-pay” vote) as disclosed in the 2024 Annual Meeting Proxy Statement (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 |
86,749,545 | 4,232,064 | 124,594 | 9,483,386 | ||||||||||||
Brett D. Begemann |
86,029,861 | 4,959,829 | 116,516 | 9,483,383 | ||||||||||||
Eric L. Butler |
90,021,879 | 968,262 | 116,070 | 9,483,378 | ||||||||||||
Mark J. Costa |
85,095,830 | 5,896,740 | 113,638 | 9,483,381 | ||||||||||||
Linnie M. Haynesworth |
89,792,492 | 1,201,825 | 111,890 | 9,483,382 | ||||||||||||
Julie F. Holder |
85,596,942 | 5,397,798 | 111,466 | 9,483,383 | ||||||||||||
Renée J. Hornbaker |
86,045,811 | 4,940,240 | 120,156 | 9,483,382 | ||||||||||||
Kim Ann Mink |
89,884,078 | 1,110,493 | 111,636 | 9,483,382 | ||||||||||||
James J. O’Brien |
88,007,388 | 2,984,170 | 114,653 | 9,483,378 | ||||||||||||
David W. Raisbeck |
85,955,513 | 5,035,331 | 115,360 | 9,483,385 |
Accordingly, each of the ten 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 2024 were as follows: |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
92,779,998 | 7,700,004 | 109,587 | 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 | |||
68,324,588 | 22,341,976 | 439,639 | 9,483,386 |
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.
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/ Michelle R. Stewart | |
Michelle R. Stewart | ||
Vice President, Chief Accounting Officer and Corporate Controller | ||
Date: May 7, 2024 |