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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):
January 28, 2021
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 | Tennessee | 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:
| | | | | | | | | | | |
| | ☐ | | 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 | | EMN | | New York Stock Exchange |
| 1.50% Notes Due 2023 | | EMN23 | | New York Stock Exchange |
| 1.875% Notes Due 2026 | | EMN26 | | New 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 5.02(d) Election of Director
On January 28, 2021 the Board of Directors of Eastman Chemical Company (the “Company”) elected Vanessa L. Allen Sutherland as a director. Ms. Allen Sutherland and the other directors serve until the Company's Annual Meeting of Stockholders on May 6, 2021, and she serves as a member of the Audit, Finance, and Environmental, Safety and Sustainability Committees of the Board of Directors. Ms. Allen Sutherland will receive non-employee director compensation under the standard arrangements and agreements described in the Company’s 2020 Annual Meeting Proxy Statement and filed as exhibits to the Company’s Annual Report on Form 10-K for 2019, including cash compensation, equity awards, and an indemnification agreement.
The text of the Company’s release announcing the election of Ms. Allen Sutherland as a director 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 exhibits are filed pursuant to Item 9.01(d):
104 Cover Page Interactive Data File
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/ Brian L. Henry |
| | Brian L. Henry |
| | Senior Securities-Governance Counsel and Assistant Secretary |
| | | Date: February 3, 2021 |
