8-K

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):

December 4, 2008

EASTMAN CHEMICAL COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-12626	62-1539359
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 South Wilcox Drive, Kingsport, TN	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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EASTMAN CHEMICAL COMPANY - EMN 

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 4, 2008, the board of directors (the “Board”) of Eastman Chemical Company (the “Company”) took the following actions:

· elected James P. Rogers, the Company’s current President and group head of its Chemicals and Fibers businesses, as the President and Chief Executive Officer of the Company, effective following the annual meeting of stockholders on May 7, 2009; and

· increased  the size of the Board by one director to twelve directors, and appointed Mr. Rogers as a member of the Board, effective December 4, 2008, to serve in the class for which the term in office expires at the annual meeting of stockholders in May 2011.

J. Brian Ferguson, the Company’s current Chief Executive Officer, will remain in that position until the effectiveness of Mr. Rogers’ election. Thereafter, Mr. Ferguson will continue to be a director, and to be employed as an executive officer of the Company, in the role of Executive Chairman of the Board.

In connection with the Board’s election of Mr. Rogers as President and Chief Executive Officer and of Mr. Ferguson as Executive Chairman of the Board, the Compensation and Management Development Committee of the Board took certain actions related to Mr. Rogers’ and Mr. Ferguson’s compensation. As Chief Executive Officer, Mr. Rogers will be entitled to an annual salary of $975,000 and will participate in the Company’s annual variable cash compensation plan at a target level of 100% of his base salary.  Mr. Rogers also was awarded 50,000 restricted stock units on December 4, 2008, with the award scheduled to vest and payout in unrestricted shares of Company common stock (i) as to one-half of the restricted stock units on December 31, 2012 and (ii) as to the remaining restricted stock units on December 31, 2012 based upon Mr. Rogers’ performance of certain specified goals and expectations.  It is expected that Mr. Rogers will also receive long-term stock-based incentive compensation and will be entitled to perquisites and other benefits consistent with such compensation and benefits provided by the Company to its Chief Executive Officer in previous years. Mr. Ferguson’s compensation as Executive Chairman of the Board will be an annual salary of $750,000.

The full text of the Company’s release announcing these actions, including Mr. Rogers’ biographical information, previous positions with the Company, and other business experience, is filed as Exhibit 99.01 to this Form 8-K and is incorporated herein by this reference.

EASTMAN CHEMICAL COMPANY - EMN 

Item 9.01 Financial Statements and Exhibits:

(d) Exhibits

The following exhibit is furnished pursuant to Item 9.01:

99.01 Public announcement by the registrant on December 8, 2008 of resignation of J. Brian Ferguson as CEO and election of Ferguson by Board to position of Executive Chairman and of election by Board of James P. Rogers as CEO and President and appointment by Board of Rogers as a member of the Board

EASTMAN CHEMICAL COMPANY - EMN 

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/ Curtis E. Espeland_

      Curtis E. Espeland

                      Senior Vice President and Chief Financial Officer

Date: December 9, 2008

EX-99.01

Contacts:
Media:	Tracy Broadwater
	423-224-0498 /tkbroadwater@eastman.com
Investors:	Greg Riddle
	212-835-1620 /griddle@eastman.com

Eastman Board Elects Jim Rogers CEO, Effective May 2009

Brian Ferguson to Serve as Executive Chairman Through 2010

KINGSPORT, Tenn., December 8, 2008 – Eastman Chemical Company (NYSE:EMN) today announced that the board of directors has elected James P. Rogers, 57, president and chief executive officer, effective following the annual meeting of stockholders on May 7, 2009.  The board also appointed Rogers as a director, effective immediately to serve in the class for which the term in office expires at the annual meeting of stockholders in May 2011.  Rogers is currently president of the company and chemicals and fibers business group head.

J. Brian Ferguson, 54, will continue to serve as chairman and CEO through the 2009 annual meeting of stockholders, and then will serve as executive chairman of the board through 2010.  These actions come as part of the board’s normal succession planning process.

“I am very proud of the many accomplishments our company has made since I became chairman and CEO in 2002,” Ferguson said.  “We have restored the fundamental financial health of our company, broadened our business and commercial capabilities, and built a results-driven culture.  We’ve also set a strategic path to sustain and grow Eastman well into the future, and I look forward to remaining a part of that as executive chairman."

“This is the right time to pass the torch to Jim and our talented team of senior executives,” Ferguson said.  “The company is well positioned to endure the difficult economic situation because of previous actions we’ve taken.  Jim knows our company well and is a proven and effective leader.  His contributions to Eastman have been numerous and significant to our success and I’m very confident he is well prepared to be the next CEO of Eastman Chemical Company.”

“I am honored to have been selected by the board of directors to lead Eastman as the next CEO,” said Rogers.  “I look forward to building on the success the company has achieved under Brian’s leadership.  I also look forward to continuing to work with Brian in his role as executive chairman and with the talented people at Eastman around the world as we serve our customers and our communities, and reward our stockholders.”

Rogers has been in his current role since 2006.   Prior to that, he had been executive vice president of the company since 2003.  He joined Eastman in 1999 as senior vice president and chief financial officer, and was later appointed chief operations officer of Eastman Division.  Before joining Eastman, Rogers served as executive vice president and chief financial officer of GAF Materials Corporation.   He also previously served as executive vice president, Finance, of International Specialty Products, Inc.

Speaking on behalf of Eastman’s board of directors, Stephen R. Demeritt, chairman of the Nominating and Corporate Governance Committee, said, “Brian has provided great leadership to Eastman since he became CEO in 2002.  We look forward to his continuing contributions as executive chairman of the board of directors and to the strategic support he will provide to Jim and the senior leadership team.  We are confident that Jim and other senior leaders will continue to execute the company’s growth strategy and deliver significant value to Eastman stockholders.”

Eastman will host a 30-minute conference call with industry analysts on Dec. 9 at 8:30 a.m. ET for Jim Rogers and Brian Ferguson to discuss their new roles.  To listen to the live webcast of the conference call, go to www.eastman.com/investors. To listen via telephone, the dial-in number is (785) 830-7992, passcode number 1134096. A telephone replay will be available continuously from 11:00 a.m. ET, Dec. 9, to 12:00 midnight ET, Dec. 19, at (719) 457-0820, passcode number 1134096.

Eastman manufactures and markets chemicals, fibers and plastics worldwide. It provides key differentiated coatings, adhesives and specialty plastics products; is a major supplier of cellulose acetate fibers; and produces PET polymers for packaging. As a Responsible Care® company, Eastman is committed to achieving the highest standards of health, safety, environmental and security performance. Founded in 1920 and headquartered in Kingsport, Tenn., Eastman is a FORTUNE 500 company with 2007 sales of $6.8 billion and approximately 10,500 employees. For more information about Eastman and its products, visit www.eastman.com.