0000915389-14-000043.txt : 20140624 0000915389-14-000043.hdr.sgml : 20140624 20140610164232 ACCESSION NUMBER: 0000915389-14-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140609 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140610 DATE AS OF CHANGE: 20140610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN CHEMICAL CO CENTRAL INDEX KEY: 0000915389 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 621539359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12626 FILM NUMBER: 14902515 BUSINESS ADDRESS: STREET 1: PO BOX 511 STREET 2: 200 SOUTH WILCOX DRIVE CITY: KINGSPORT STATE: TN ZIP: 37660 BUSINESS PHONE: 4232292000 MAIL ADDRESS: STREET 1: P O BOX 511 B-54D CITY: KINGSPORT STATE: TN ZIP: 37662 8-K 1 emn201406108-kcover.htm 8-K EMN 2014.06.10 8-K Cover


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):
June 9, 2014

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))

 






Item 5.02(b) - Departure of Directors or Certain Officers

On June 9, 2014, James P. Rogers, Executive Chairman of the Board of Directors (the “Board”) of Eastman Chemical Company (the “Company”), notified the Board that he is resigning from the Board effective June 30, 2014. The Board selected Chief Executive Officer and director Mark J. Costa to serve as Chairman of the Board effective upon retirement of Mr. Rogers as Executive Chairman of the Board. Under the Company’s Bylaws and Corporate Governance Guidelines, independent director Stephen R. Demeritt will continue to serve as Lead Director of the Board.

The text of the Company’s release announcing Mr. Rogers’s retirement from the Board and the Board’s appointment of Mr. Costa as Chairman is filed as Exhibit 99.01 to this Form 8-K and is incorporated herein by this reference.


 





Item 9.01(d) -- Exhibits
 
The following exhibit is filed pursuant to Item 9.01(d):

99.01  Text of Public Release by the Company on June 10, 2014 Announcing Retirement of James P. Rogers as Executive Chairman of Board and Board Action to Select Mark J. Costa as Chairman

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/ David A. Golden                                               
      David A. Golden
      Senior Vice President, Chief Legal Officer, and Corporate Secretary
 
 
 
Date:  June 10, 2014
 
 
 





 





EX-99.01 2 exhibit9901pressrelease.htm EXHIBIT 99.01 PRESS RELEASE Exhibit 99.01 Press Release


Exhibit 99.01 to Eastman Chemical Company Current Report on Form 8-K Dated June 9, 2014 --  Text of Public Release on June 10, 2014 Announcing Retirement of James P. Rogers as Executive Chairman of Board and Board Action to Select Mark J. Costa as Chairman




Eastman Announces Board Selection of Mark J. Costa as Chairman

Executive Chairman James P. Rogers to retire June 30, 2014

KINGSPORT, Tenn., June 10, 2014 -- Eastman Chemical Company (NYSE:EMN) today announced that the Board of Directors has selected Chief Executive Officer and director Mark J. Costa to serve as Chairman of the Board, effective June 30, 2014 upon the retirement of James P. Rogers as Executive Chairman of the Board.

“Mark is a demonstrated leader, and we are pleased to have him serve as Chairman,” said Stephen R. Demeritt, independent Lead Director, speaking on behalf of the Board of Directors. “We are grateful to Jim for his leadership, and have every confidence that Mark and the senior leaders will continue to execute the company’s strategy to deliver superior value and strong, consistent earnings growth.”

“I am humbled by the confidence that the Board has placed in me and my leadership team. I look forward to working with Steve as together we lead the Board,” said Costa. “I also greatly appreciate Jim’s guidance and support, especially during my transition as CEO and a director. He is a tremendous leader, and I and the other directors wish him the best in his retirement.”

Costa, 48, has been a director of Eastman since May 2013 and succeeded Mr. Rogers as Chief Executive Officer on January 1, 2014. He has held a number of executive positions since joining Eastman in 2006, and has been instrumental in developing Eastman’s growth strategies for its businesses. Mr. Costa has also led Eastman’s manufacturing, global supply chain, marketing, innovation, and sustainability organizations.

Eastman is a global specialty chemical company that produces a broad range of products found in items people use every day. With a portfolio of specialty businesses, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. Its market-driven approaches take advantage of world-class technology platforms and leading positions in attractive end-markets such as transportation, building and construction and consumables. Eastman focuses on creating consistent, superior value for all stakeholders. As a globally diverse company, Eastman serves customers in approximately 100 countries and had 2013 revenues of approximately $9.4 billion. The company is headquartered in Kingsport, Tennessee, USA and employs approximately 14,000 people around the world. For more information, visit www.eastman.com.


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Contacts:

Media:  Tracy Kilgore
423-224-0498 / tjkilgore@eastman.com 

Investors:  Greg Riddle
212-835-1620 / griddle@eastman.com