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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):
May 27, 2024

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

(d) On May 27, 2024, the Board of Directors (the “Board”) of Eastman Chemical Company (the “Company”) elected Donald W. Slager as a director to serve until the Company’s 2025 Annual Meeting of Stockholders. He has been appointed to serve as a member of the Audit Committee, the Finance Committee, and the Environmental, Safety and Sustainability Committee of the Board. Mr. Slager will receive compensation consistent with the Company’s non-employee directors, which includes cash compensation and equity awards, as further described in the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on March 21, 2024. Mr. Slager will also enter into an indemnification agreement with the Company.

There are no arrangements or understandings between Mr. Slager and any other persons pursuant to which he was elected as a director. Mr. Slager does not have any family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Mr. Slager and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Item 7.01 Regulation FD Disclosure.

On May 30, 2024, the Company issued a press release announcing Mr. Slager’s election to the Board as discussed in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 (d)    Exhibits

Exhibit 99.1 is furnished pursuant to Item 9.01(d).

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/ Michael J. Hammes
Michael J. Hammes
Vice President, Legal and Corporate Secretary
  Date: May 31, 2024


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Exhibit 99.1

Eastman Board Elects New Director

KINGSPORT, Tenn., May 30, 2024 – The Board of Directors of Eastman Chemical Company (NYSE:EMN) has elected Mr. Donald Slager as a director. Slager is the former Chief Executive Officer for Republic Services, Inc., a $15 billion leader in the environmental services industry.

“We are delighted to have Don join our Board of Directors. He brings a wealth of experience and knowledge in the environmental services sector, which is critical for Eastman as we pursue our vision of creating a more circular economy for our products and solutions,” said Mark Costa, Board Chair and CEO. “His expertise, proven leadership, and unique insights will be great assets to our Board and our company.”

Slager retired as CEO of Republic Services, Inc., in 2021, after serving in that role since 2011. He joined the company in 2008 as President and Chief Operating Officer, following the merger with Allied Waste Industries, Inc., where he held the same position. Slager started his career in the environmental services industry in 1980 at Waste Management, Inc., and went on to hold various leadership roles at National Waste Services, Inc., before its merger with Allied.

In addition to his position on Eastman’s Board of Directors, Slager currently serves on the board of Martin Marietta Materials, Inc., a leading supplier of construction aggregates and heavy building materials.

Founded in 1920, Eastman is a global specialty materials company that produces a broad range of products found in items people use every day. With the purpose of enhancing the quality of life in a material way, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. The company’s innovation-driven growth model takes advantage of world-class technology platforms, deep customer engagement, and differentiated application development to grow its leading positions in attractive end markets such as transportation, building and construction, and consumables. As a globally inclusive and diverse company, Eastman employs approximately 14,000 people around the world and serves customers in more than 100 countries. The company had 2023 revenue of approximately $9.2 billion and is headquartered in Kingsport, Tennessee, USA. For more information, visit www.eastman.com.

# # #
Contacts:

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

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

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Cover Page
May 27, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date May 27, 2024
Entity Registrant Name EASTMAN CHEMICAL CO
Entity Incorporation, State or Country Code DE
Entity File Number 1-12626
Entity Tax Identification Number 62-1539359
Entity Address, Address Line One 200 South Wilcox Drive
Entity Address, City or Town Kingsport
Entity Address, State or Province TN
Entity Address, Postal Zip Code 37662
City Area Code 423
Local Phone Number 229-2000
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Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol EMN
Security Exchange Name NYSE
1.875% notes due November 2026  
Entity Information [Line Items]  
Title of 12(b) Security 1.875% Notes Due 2026
Trading Symbol EMN26
Security Exchange Name NYSE
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