EASTMAN CHEMICAL COMPANY (NYSE:EMN) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

8 years ago

EASTMAN CHEMICAL COMPANY (NYSE:EMN) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07 – Submission of Matters to a Vote of Security Holders

The 2017 Annual Meeting of the Stockholders of Eastman Chemical
Company (the Company) was held on May 4, 2017. There were
145,824,877 shares of common stock outstanding and entitled to be
voted, and 123,258,513 of those shares (84.53% of the outstanding
shares) were represented in person or by proxy, at the Annual
Meeting. The proxy statement for the Annual Meeting (the Proxy
Statement) was filed on March 23, 2017.

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


	election of twelve directors to serve until the Annual Meeting of Stockholders in 2018 and until their successors are duly elected and qualified;


	advisory vote on executive compensation as disclosed in the Proxy Statement (the say-on-pay vote);


	the advisory vote on the frequency of future say-on-pay votes;


	the approval of the 2017 Omnibus Stock Compensation Plan (the “2017 Plan”); and


	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, 2017.

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	109,924,761 (98.39%)	1,801,700 (1.61%)	206,368 (0.14%)	11,325,684 (7.77%)
Gary E. Anderson	109,418,199 (97.93%)	2,312,426 (2.07%)	202,204 (0.14%)	11,325,684 (7.77%)
Brett D. Begemann	109,960,788 (98.41%)	1,777,449 (1.59%)	194,592 (0.13%)	11,325,684 (7.77%)
Michael P. Connors	94,503,866 (84.58%)	17,229,402 (15.42%)	199,561 (0.13%)	11,325,684 (7.77%)
Mark J. Costa	106,680,868 (96.14%)	4,282,911 (3.86%)	969,050 (0.66%)	11,325,684 (7.77%)
Stephen R. Demeritt	107,910,035 (96.68%)	3,704,817 (3.32%)	317,977 (0.22%)	11,325,684 (7.77%)
Robert M. Hernandez	108,644,396 (97.24%)	3,087,100 (2.76%)	201,333 (0.14%)	11,325,684 (7.77%)
Julie F. Holder	110,066,159 (98.50%)	1,677,964 (1.50%)	188,706 (0.13%)	11,325,684 (7.77%)
Rene J. Hornbaker	108,280,866 (97.01%)	3,342,653 (2.99%)	309,310 (0.21%)	11,325,684 (7.77%)
Lewis M. Kling	109,607,615 (98.10%)	2,122,557 (1.90%)	202,657 (0.14%)	11,325,684 (7.77%)
James J. OBrien	111,414,541 (99.72%)	315,712 (0.28%)	202,576 (0.14%)	11,325,684 (7.77%)
David W. Raisbeck	106,948,477 (95.72%)	4,786,278 (4.28%)	198,074 (0.14%)	11,325,684 (7.77%)

Accordingly, each of the twelve nominees received a majority of
votes cast for 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)	Broker Non-Votes (% of outstanding shares)
102,230,054 (92.00%)	8,886,007 (8.00%)	816,568 (0.56%)	11,325,884 (7.77%)

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

The results of the voting on the advisory vote on the frequency
of future say-on-pay votes were as follows:



Say-on-Pay Frequency Votes; Abstentions and Broker Non-Votes	Votes For (% of voted shares); Abstentions and Broker Non-Votes (% of outstanding shares)
Every Year	97,732,931 (87.52%)
Every Other Year	255,619 (0.23%)
Every Three Years	13,677,844 (12.25%)
Abstentions	266,228 (0.18%)
Broker Non-Votes	11,325,891 (7.77%)

Accordingly, a plurality (the largest number) of votes cast in
the advisory vote on the frequency of future say-on-pay votes
were for such vote to continue to occur every year, supporting
the Boards recommendation that an advisory say-on-pay
stockholder vote continue to be included in the Companys proxy
statement for, and voted on by stockholders at, each annual
meeting of stockholders. No later than September 25, 2017, the
Company will disclose by amendment to this Current Report on
Form 8-K ( to Item 5.07(d) of Form 8-K) the decision of the
Board of Directors in light of this advisory vote as to how
frequently the Company will include a say-on-pay advisory
stockholder vote in its future proxy materials.

The results of the voting on the approval of the 2017 Omnibus
Stock Compensation Plan were as follows:



Votes For (% of voted shares plus abstentions)	Votes Against (% of voted shares plus abstentions)	Abstentions (% of outstanding shares)	Broker Non-Votes (% of outstanding shares)
100,382,957 (89.68%)	11,106,274 (9.92%)	443,391 (0.30%)	11,325,891 (7.77%)

Accordingly, a majority of votes cast (including shares
abstaining from voting) on the approval of the 2017 Plan were
for the proposal and the 2017 Plan was approved. A description
and the text of the 2017 Plan is contained in the Proxy
Statement, and the 2017 Plan is filed as Exhibit 10.01 to the
Companys Quarterly Report on Form 10-Q for the quarter ended
March 31, 2017.

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 2017
were as follows:



Votes For (% of voted shares)	Votes Against (% of voted shares)	Abstentions (% of outstanding shares)	Broker Non-Votes
117,341,754 (95.59%)	5,416,934 (4.41%)	499,825 (0.34%)	n/a

Accordingly, a majority of votes cast on the ratification of
auditors were for the proposal and the appointment of
PricewaterhouseCoopers LLP as independent registered public
accounting firm was ratified.

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. EASTMAN CHEMICAL COMPANY (NYSE:EMN) Recent Trading Information
EASTMAN CHEMICAL COMPANY (NYSE:EMN) closed its last trading session up +0.33 at 78.72 with 1,138,906 shares trading hands.