Eastman Chemical Co: amends bylaws

What happened The filing says the Board of Directors of Eastman Chemical Company adopted amended and restated bylaws on Oct 16, 2026, effective immediately.

Key details

• The amendments align the bylaws with developments in Delaware law and current market practice and revise procedural mechanics and disclosure requirements for stockholder-requested special meetings.
• The advance notice window for annual meeting nominations and proposals is now not earlier than 120 days and not later than 90 days before the first anniversary of the prior year’s annual meeting (with alternative timing provisions if the meeting date changes).
• Proxy access nominations have a separate notice window of not earlier than 150 days and not later than 120 days prior to the first anniversary of the date the definitive proxy statement was first distributed (with alternative timing provisions if the meeting date changes).
• Other changes include revised disclosure scope for proposing stockholders and nominees, a requirement that director candidates make themselves available for interviews, adoption of a plurality voting standard in contested director elections, and a clarification that the exclusive forum provision does not apply to claims under the Securities Exchange Act of 1934.

Why it may matter This 8-K reports Item 5.03 (amendments to articles of incorporation or bylaws), which covers changes to the company’s bylaws including notice windows for nominations and proxy access, special meeting procedures, director candidate requirements, voting standards and forum selection. A filing does not show why the insider traded or why the company acted.