Eastman Chemical adopts amended bylaws with new 2027 meeting deadlines

Eastman Chemical Company adopted amended and restated bylaws effective immediately on October 16, 2026, establishing specific notice windows for the 2027 Annual Meeting of Stockholders. The company, listed on the New York Stock Exchange under the ticker EMN, filed a Current Report on Form 8-K to disclose the governance changes.

The amendments align the company's bylaws with developments in Delaware law and current market practice. Key revisions include updating procedural mechanics for stockholder-requested special meetings and modifying advance notice provisions for director nominations. The new rules require director candidates to make themselves available for interviews with the Board or a committee regarding their eligibility to serve. Additionally, the bylaws adopt a plurality voting standard for the election of directors in contested elections and clarify that the exclusive forum provision does not apply to claims under the Securities Exchange Act of 1934.

For the 2027 Annual Meeting, stockholders must deliver notices of director nominations or other business proposals to the Corporate Secretary at Eastman's principal executive offices in Kingsport, Tennessee. These notices must be received no earlier than January 7, 2027, and no later than February 6, 2027, unless the meeting date changes by a specified period. This window applies to proposals not submitted for inclusion in proxy materials under Exchange Act Rule 14a-8 or the company's proxy access provisions.

Distinct deadlines apply for nominations submitted under the proxy access provisions of the Amended and Restated Bylaws. Such notices must be delivered between October 25, 2026, and November 24, 2026. The amendments do not alter the deadline for stockholder proposals submitted for inclusion in proxy materials pursuant to Exchange Act Rule 14a-8, which remains November 24, 2026, as previously stated in the proxy statement for the 2026 Annual Meeting filed on March 24, 2026.

The full text of the Amended and Restated Bylaws is filed as Exhibit 3.1 to the report. Iké G. Adeyemi, Senior Vice President, Chief Legal Officer and Corporate Secretary, signed the document on behalf of Eastman Chemical Company on October 20, 2026.