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Eastman Chemical (NYSE: EMN) investors back pay and stock plan, reject 10% meeting threshold

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(Moderate)
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8-K

Rhea-AI Filing Summary

Eastman Chemical Company reported the results of its 2026 annual shareholder meeting. Of 114,349,911 common shares outstanding, 100,631,008 were represented by proxy or virtually, so business could proceed. Shareholders elected eleven directors to one-year terms and ratified PricewaterhouseCoopers LLP as independent auditor for 2026.

Investors cast an advisory "say-on-pay" vote approving the company’s executive compensation, and also approved the 2026 Omnibus Stock Compensation Plan. A shareholder proposal to lower the ownership threshold for calling special shareholder meetings to 10% did not receive majority support and was not adopted.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding 114,349,911 shares Common stock outstanding and entitled to vote at 2026 annual meeting
Shares represented 100,631,008 shares Shares represented virtually or by proxy at 2026 annual meeting
Auditor ratification votes for 96,146,277 votes Votes for ratifying PricewaterhouseCoopers LLP as 2026 auditor
Say-on-pay votes for 69,669,114 votes Advisory approval of executive compensation
Stock plan votes for 80,737,425 votes Approval of 2026 Omnibus Stock Compensation Plan
Special meeting proposal votes for 25,178,875 votes Support for lowering special meeting threshold to 10%
say-on-pay financial
"An advisory vote on executive compensation (the “say-on-pay” vote) as disclosed in the 2026 Annual Meeting Proxy Statement"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
2026 Omnibus Stock Compensation Plan financial
"Approval of the 2026 Omnibus Stock Compensation Plan; and"
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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Eastman_Black_300dpi.jpg

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):
May 7, 2026

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 
KingsportTennessee37662
(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
Common Stock, par value $0.01 per share EMNNew York Stock Exchange
1.875% Notes Due 2026EMN26New 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 5.07 Submission of Matters to a Vote of Security Holders

The 2026 Annual Meeting of the Stockholders (the “Annual Meeting”) of Eastman Chemical Company (the "Company") was held on May 7, 2026. There were 114,349,911 shares of common stock outstanding and entitled to be voted, and of those shares 100,631,008 were represented virtually or by proxy, at the Annual Meeting.

Four items of business were considered by stockholders at the Annual Meeting:

•The election of eleven directors to serve until the Annual Meeting of Stockholders in 2027 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, 2026;

•An advisory vote on executive compensation (the “say-on-pay” vote) as disclosed in the 2026 Annual Meeting Proxy Statement (the “Proxy Statement”);

•Approval of the 2026 Omnibus Stock Compensation Plan; and

•An advisory vote on stockholder proposal regarding lowering the threshold for calling special shareholder meetings to 10% as disclosed in 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
86,574,0853,721,684121,90710,213,332
Damon J. Audia89,949,795344,446123,43810,213,329
Brett D. Begemann
85,780,5184,534,791102,36810,213,331
Eric L. Butler
89,454,490855,441107,74710,213,330
Mark J. Costa
86,014,3164,291,824111,53610,213,332
Linnie M. Haynesworth
89,759,261559,32999,08910,213,329
Julie F. Holder
82,207,8158,114,78795,06610,213,340
Renée J. Hornbaker
86,314,3624,007,13696,18210,213,328
Kim Ann Mink
87,902,9152,396,876117,88710,213,330
James J. O'Brien
87,179,4923,114,040124,14910,213,327
Donald W. Slager
89,954,694358,034104,95210,213,328

Accordingly, each of the eleven 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 2026 were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
96,146,2774,386,00598,7260

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
69,669,11420,478,706269,84710,213,341

Accordingly, a majority of votes cast on the advisory "say-on-pay" vote were "for" approval of the executive compensation as disclosed in the Proxy Statement.


4.The results of the voting on the 2026 Omnibus Stock Compensation Plan were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
80,737,4259,464,242216,00410,213,337

Accordingly, a majority of votes cast on the 2026 Omnibus Stock Compensation Plan (the "Plan") were "for" approval of this proposal. A description of the Plan is contained in the Proxy Statement.

5.The results of the voting on the advisory stockholder proposal regarding lowering the threshold for calling special shareholder meetings to 10% were as follows:

Votes For
Votes Against
Abstentions
Broker Non-Votes
25,178,87564,930,702308,08510,213,346

Accordingly, a majority of votes cast on this stockholder proposal were not in favor of the advisory proposal and the proposal was not adopted.

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: May 12, 2026
 


Source: View Original Filing on SEC EDGAR

FAQ

What did Eastman Chemical (EMN) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing eleven directors, ratifying PricewaterhouseCoopers LLP as 2026 auditor, an advisory say-on-pay vote, approval of the 2026 Omnibus Stock Compensation Plan, and an advisory proposal to lower the threshold for calling special shareholder meetings to 10%.

Were Eastman Chemical (EMN) directors re-elected at the 2026 annual meeting?

All eleven nominated directors were elected with a majority of votes cast. Each nominee received more votes "for" than "against," with broker non-votes recorded, allowing the board to continue with its current composition for another one-year term.

Did Eastman Chemical (EMN) shareholders approve the 2026 say-on-pay proposal?

Yes, the advisory say-on-pay proposal was approved. Shareholders cast 69,669,114 votes for, 20,478,706 against, and 269,847 abstentions, with 10,213,341 broker non-votes, supporting the executive compensation disclosed in the company’s 2026 proxy statement.

What happened to Eastman Chemical’s 2026 Omnibus Stock Compensation Plan proposal?

Shareholders approved the 2026 Omnibus Stock Compensation Plan. The vote totals were 80,737,425 for, 9,464,242 against, and 216,004 abstentions, with 10,213,337 broker non-votes, authorizing the company to continue using stock-based compensation under this plan.

Did Eastman Chemical (EMN) adopt the proposal to lower the special meeting threshold?

No, the shareholder proposal to lower the threshold for calling special shareholder meetings to 10% was not adopted. It received 25,178,875 votes for, 64,930,702 against, and 308,085 abstentions, with 10,213,346 broker non-votes, so it failed to gain majority support.

How many Eastman Chemical (EMN) shares were represented at the 2026 annual meeting?

At the meeting, 100,631,008 shares were represented virtually or by proxy out of 114,349,911 shares outstanding and entitled to vote. This level of participation established a quorum, allowing shareholders to validly act on all listed proposals.

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