Eastman Chemical Company filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission on October 16, 2026, announcing the immediate adoption of amended and restated bylaws. The filing indicates that the Board of Directors approved these changes to align the company's governance structure with current Delaware law and standard market practices.
The updated bylaws introduce several procedural modifications regarding stockholder engagement. The changes include revisions to the mechanics and disclosure requirements for stockholder-requested special meetings. Additionally, the advance notice provisions for director nominations and other business proposals have been updated. Specifically, the annual meeting notice window has been set between 120 and 90 days prior to the first anniversary of the prior year’s annual meeting, subject to alternative timing provisions if the meeting date changes.
The filing also details specific timing windows for the 2027 Annual Meeting of Stockholders. Notices of director nominations and other business proposals submitted for inclusion in the company’s proxy materials under Exchange Act Rule 14a-8 must be delivered by November 24, 2026. Notices submitted under the proxy access provisions must be delivered between October 25, 2026, and November 24, 2026. Notices submitted outside of these proxy materials must be delivered to the Corporate Secretary between January 7, 2027, and February 6, 2027.
Other governance adjustments include a requirement for director candidates to make themselves available for interviews with the Board or a committee. The bylaws also adopt a plurality voting standard for contested director elections and clarify the scope of the exclusive forum provision.
