Eastman Chemical revises director nomination rules
The bylaws set separate notice windows for 2027 nominations and proposals, while leaving the Rule 14a-8 proposal deadline unchanged.
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Form Type
8-K
Rhea-AI Filing Summary
Eastman Chemical Company (EMN) adopted amended and restated bylaws effective October 16, 2026. The changes revise procedures and disclosure requirements for stockholder-requested special meetings, director nominations and other business proposals, and establish separate notice windows for proxy access nominations. Director candidates must make themselves available for interviews, and contested director elections will use a plurality voting standard. The bylaws also clarify that the exclusive forum provision does not cover claims under the Securities Exchange Act or other claims within the exclusive jurisdiction of U.S. federal district courts.
For EMN’s 2027 annual meeting, notices of nominations or other business outside Rule 14a-8 and proxy access must be delivered from January 7, 2027, through February 6, 2027, subject to alternative timing if the meeting date changes by more than the specified period. The Rule 14a-8 proposal deadline remains November 24, 2026; the proxy-access nomination window is October 25 through November 24, 2026.
8-K Event Classification
3 items: 5.03, 8.01, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual-meeting notice window: Not earlier than 120 days and not later than 90 days before the first anniversary of the prior year’s annual meeting
Proxy-access notice window: Not earlier than 150 days and not later than 120 days before the first anniversary of the date the definitive proxy statement was first distributed
2027 annual meeting notice period: January 7, 2027, through February 6, 2027
+2 more
5 metrics
Annual-meeting notice window
Not earlier than 120 days and not later than 90 days before the first anniversary of the prior year’s annual meeting
Advance notices for director nominations and other business; alternative timing provisions may apply if the meeting date changes by more than the specified period.
Proxy-access notice window
Not earlier than 150 days and not later than 120 days before the first anniversary of the date the definitive proxy statement was first distributed
Proxy-access nominations; alternative timing provisions may apply if the annual meeting date changes by more than the specified period.
2027 annual meeting notice period
January 7, 2027, through February 6, 2027
Notices of nominations or other business outside Rule 14a-8 and proxy access.
Rule 14a-8 proposal deadline
November 24, 2026
Deadline for proposals submitted for inclusion in the 2027 annual meeting proxy materials.
2027 proxy-access nomination period
October 25, 2026, through November 24, 2026
Nominations submitted for inclusion in the 2027 annual meeting proxy materials under the proxy-access provisions.
Key Terms
advance notice provisions, proxy access, plurality voting standard, exclusive forum provision
4 terms
advance notice provisions regulatory
"update the advance notice provisions regarding procedural mechanics and disclosure requirements"
Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.
proxy access regulatory
"establish a separate notice window for proxy access nominations"
Proxy access allows shareholders to include their nominated directors on a company’s official proxy ballot and meeting materials, instead of running separate, costly campaigns. It matters to investors because it makes it easier for shareholders to push for board change, hold management accountable, and influence strategy—similar to getting your preferred candidate listed on a neighborhood ballot rather than having to start an independent petition drive.
plurality voting standard regulatory
"adopt a plurality voting standard for the election of directors in contested elections"
A plurality voting standard means the candidate with the most votes wins an election, even if they receive less than half of the votes. For investors this matters because it makes it easier for directors or management to keep their seats with only a relative advantage rather than broad shareholder support, affecting board accountability, the ease of replacing directors, and how power shifts in contested votes — like a race where first past the post wins.
exclusive forum provision regulatory
"clarify that the exclusive forum provision does not apply to claims"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is EMN’s deadline for 2027 annual meeting nominations and other business proposals?
Notices outside Rule 14a-8 and the proxy-access provisions must be delivered no earlier than January 7, 2027, and no later than February 6, 2027. Alternative timing provisions apply if the 2027 annual meeting date changes by more than the specified period.
What are EMN’s 2027 proxy-access and Rule 14a-8 deadlines?
Proxy-access nominations for inclusion in EMN’s proxy materials must be delivered no earlier than October 25, 2026, and no later than November 24, 2026. The deadline for Rule 14a-8 proposals remains November 24, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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):
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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 Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 16, 2026, the Board of Directors (the “Board”) of Eastman Chemical Company (the “Company”) adopted amended and restated bylaws of the Company (as amended and restated, the “Amended and Restated Bylaws”), effective immediately.
Among other things, the amendments effected by the Amended and Restated Bylaws:
(i)align the Company’s bylaws with developments in Delaware law and current market practice;
(ii)revise procedural mechanics and disclosure requirements applicable to stockholder-requested special meetings;
(iii)update the advance notice provisions regarding procedural mechanics and disclosure requirements applicable to stockholder nominations of director candidates and submissions of proposals regarding other business, including changing the annual meeting notice window to not earlier than 120 days and not later than 90 days before the first anniversary of the prior year’s annual meeting, subject to the alternative timing provisions set forth in the Amended and Restated Bylaws if the date of the annual meeting is changed by more than the specified period;
(iv)revise the scope of information required regarding proposing stockholders, proposed nominees and other related persons;
(v)establish a separate notice window for proxy access nominations of not earlier than 150 days and not later than 120 days prior to the first anniversary of the date (as stated in the Company’s proxy materials) that the definitive proxy statement was first distributed to stockholders, subject to the alternative timing provisions set forth in the Amended and Restated Bylaws if the date of the annual meeting is changed by more than the specified period;
(vi)require director candidates to make themselves available for interviews with the Board or a committee or other subset thereof in connection with such person’s eligibility to serve as a director;
(vii)adopt a plurality voting standard for the election of directors in contested elections;
(viii)clarify that the exclusive forum provision does not apply to claims arising under the Securities Exchange Act of 1934, as amended, or other claims for which federal district courts of the United States of America have exclusive jurisdiction; and
(ix)make certain other ministerial, technical and conforming changes.
The foregoing description of the revisions to the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 8.01 Other Events.
Under the Amended and Restated Bylaws, as discussed under Item 5.03 above, notices of director nominations and/or other business proposals which are submitted for the Company’s 2027 Annual Meeting of Stockholders (including information required under Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than those submitted for inclusion in the Company’s proxy statement and form of proxy (“Proxy Materials”) pursuant to Exchange Act Rule 14a-8 or the proxy access provisions of the Amended and Restated Bylaws, must be delivered to the Corporate Secretary of the Company at its principal executive offices no earlier than January 7, 2027 and no later than February 6, 2027, subject to the alternative timing provisions set forth in the Amended and Restated Bylaws if the date of the 2027 Annual Meeting of Stockholders is changed by more than the specified period. Any such notice must comply with the applicable requirements of the Amended and Restated Bylaws and applicable law.
The amendments to the bylaws discussed under Item 5.03 above do not affect the deadline for stockholder proposals submitted for inclusion in the Company’s Proxy Materials for the 2027 Annual Meeting of Stockholders pursuant to Exchange Act Rule 14a-8, which remains November 24, 2026, as stated in the proxy statement for the Company’s 2026 Annual Meeting of Stockholders, filed on March 24, 2026. Under the Amended and Restated Bylaws, notices of director nominations submitted for inclusion in the Company’s Proxy Materials for the 2027 Annual Meeting of Stockholders pursuant to the proxy access provisions of the Amended and Restated Bylaws must be delivered to the Corporate Secretary of the Company at its principal
executive offices no earlier than October 25, 2026 and not later than November 24, 2026, subject to the alternative timing provisions set forth in the Amended and Restated Bylaws if the date of the 2027 Annual Meeting of Stockholders is changed by more than the specified period.
Item 9.01 (d) Exhibits
Exhibit 99.1 is furnished pursuant to Item 9.01(d).
3.1 Amended and Restated Bylaws of the Company, as adopted on October 16, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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/ Iké G. Adeyemi | ||||||||||
| Iké G. Adeyemi | |||||||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | |||||||||||
| Date: October 20, 2026 | |||||||||||
Filing Exhibits & Attachments
5 documentsOther Documents
- EX-3.1 EX-3.1 AMENDED AND RESTATED BYLAWS 204.8 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.6 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.5 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.8 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.2 KB