EASTMAN CHEMICAL COMPANY (NYSE:EMN) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 – Submission of Matters to a Vote of Security Holders
The 2018 Annual Meeting of the Stockholders of Eastman Chemical Company (the "Company") was held on May 3, 2018. There were 142,758,750 shares of common stock outstanding and entitled to be voted, and 123,434,107 of those shares (86.46% of the outstanding shares) were represented in person or by proxy, at the Annual Meeting.
Four items of business were considered by stockholders at the Annual Meeting:
|
election of eleven directors to serve until the Annual Meeting of Stockholders in 2019 and until their successors are duly elected and qualified; |
|
advisory vote on executive compensation as disclosed in the Annual Meeting proxy statement (the “say-on-pay” vote); |
|
ratification of the action by the Audit Committee of the Board of Directors appointing PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2018; and |
|
adoption of an advisory stockholder proposal requesting that the Board of Directors take steps necessary to permit stockholders to act by written consent without a meeting. |
The results of the voting on the election of directors were as follows:
|
Nominee |
Votes For (% of voted shares) |
Votes Against (% of voted shares) |
Abstentions (% of outstanding shares) |
Broker Non-Votes (% of outstanding shares) |
|
Humberto P. Alfonso |
110,641,098 (98.50%) |
1,682,616 (1.50%) |
201,267 (0.14%) |
10,909,126 (7.64%) |
|
Brett D. Begemann |
109,233,765 (97.24%) |
3,101,674 (2.76%) |
189,542 (0.13%) |
10,909,126 (7.64%) |
|
Michael P. Connors |
89,833,577 (79.98%) |
22,482,608 (20.02%) |
208,796 (0.14%) |
10,909,126 (7.64%) |
|
Mark J. Costa |
102,899,385 (92.81%) |
7,973,865 (7.19%) |
1,651,731 (1.15%) |
10,909,126 (7.64%) |
|
Stephen R. Demeritt |
105,863,129 (94.35%) |
6,341,410 (5.65%) |
320,442 (0.22%) |
10,909,126 (7.64%) |
|
Robert M. Hernandez |
104,056,811 (92.63%) |
8,279,103 (7.37%) |
189,067 (0.13%) |
10,909,126 (7.64%) |
|
Julie F. Holder |
109,508,709 (97.47%) |
2,844,564 (2.53%) |
171,708 (0.12%) |
10,909,126 (7.64%) |
|
Renée J. Hornbaker |
106,358,739 (94.78%) |
5,855,316 (5.22%) |
310,926 (0.22%) |
10,909,126 (7.64%) |
|
Lewis M. Kling |
107,521,454 (95.73%) |
4,792,944 (4.27%) |
210,583 (0.14%) |
10,909,126 (7.64%) |
|
James J. O’Brien |
110,764,987 (98.61%) |
1,566,758 (1.39%) |
193,236 (0.13%) |
10,909,126 (7.64%) |
|
David W. Raisbeck |
92,671,791 (82.50%) |
19,660,304 (17.50%) |
192,886 (0.13%) |
10,909,126 (7.64%) |
Accordingly, each of the eleven nominees received a majority of votes cast in favor of that director's election and was elected.
The results of the voting on the advisory "say-on-pay" vote were as follows:
|
Votes For (% of voted shares) |
Votes Against (% of voted shares) |
Abstentions (% of outstanding shares) |
BrokerNon-Votes (% of outstanding shares) |
|
103,765,608 (92.58%) |
8,313,647 (7.42%) |
445,556 (0.31%) |
10,909,296 (7.64%) |
Accordingly, a majority of votes cast in the advisory "say-on-pay" vote were "for" approval of the executive compensation as disclosed in the Annual Meeting proxy statement.
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 2018 were as follows:
|
Votes For (% of voted shares) |
Votes Against (% of voted shares) |
Abstentions (% of outstanding shares) |
Broker Non-Votes |
|
115,870,964 (94.04%) |
7,346,337 (5.96%) |
216,806 (0.14%) |
n/a |
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.
The results of the voting on the advisory stockholder proposal requesting that the Board of Directors take steps necessary to permit stockholders to act by written consent without a meeting were as follows:
|
Votes For (% of voted shares and % of outstanding shares) |
Votes Against (% of voted shares) |
Abstentions (% of outstanding shares) |
BrokerNon-Votes (% of outstanding shares) |
|
55,873,556 (49.96% and 39.14%) |
55,974,334 (50.04% and 39.21%) |
676,921 (0.47%) |
10,909,296 (7.64%) |
Accordingly, a majority of votes cast on this stockholder proposal were not in favor of the advisory proposal and the proposal was not adopted.
About EASTMAN CHEMICAL COMPANY (NYSE:EMN)
Eastman Chemical Company (Eastman) is a specialty chemicals company that produces a range of advanced materials, chemicals and fibers. The Company operates through five segments: Additives & Functional Products (AFP), Adhesives & Plasticizers (A&P), Advanced Materials (AM), Fibers, and Specialty Fluids & Intermediates (SFI). In the AFP segment, the Company manufactures chemicals for products in the coatings, tires, consumables, animal nutrition, crop protection and energy markets. The A&P segment focuses on producing intermediate chemicals. In the AM segment, the Company produces and markets its polymers, films and plastics. In the Fibers segment, the Company manufactures and sells Estron acetate tow and Estrobond triacetin plasticizers; Estron natural (undyed) and Chromspun solution-dyed acetate yarns and cellulose acetate flake and acetyl raw materials. The SFI segment offers products, such as acetyl chemical intermediates, olefin derivatives, specialty fluids and alkylamines.
