UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
May
7, 2009
EASTMAN
CHEMICAL
COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
1-12626
|
62-1539359
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
||
|
200 South
Wilcox Drive, Kingsport, TN
|
37662
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(423) 229-2000
(Registrant’s
Telephone Number, Including Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
||
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
||
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
||
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
1
|
EASTMAN
CHEMICAL COMPANY - EMN
|
|
Item
5.03(a) -- Amendments to Bylaws
As
previously reported by Eastman Chemical Company (the “Company”) on its Form 8-K
filed December 9, 2008, effective immediately after the Company’s Annual Meeting
of Stockholders on May 7, 2009 the positions of Chief Executive Officer and
Chairman of the Board were separated.
The Board
of Directors of the Company on May 7, 2009 amended the Company’s Bylaws by
adding the office of Chief Executive Officer to Sections 1.1 (stock certificate
signatures), 2.6(a) (presiding officer of stockholder meetings), and 7.3 (voting
of stock owned by the Company). These amendments provide the Chief
Executive Officer the same powers and authority under the Bylaws of the Company
as when the offices of Chairman and Chief Executive Officer were held by the
same person.
The text
of these Bylaw amendments is filed as an exhibit to this Current Report on Form
8-K, and a complete copy of the Company’s Bylaws as amended is posted on the
Company’s Internet website (www.eastman.com) in the “Investors -- Corporate
Governance -- Bylaws” section and will be filed as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
Item
9.01(d) -- Exhibits
The
following exhibit is filed pursuant to Item 9.01(d):
3(ii)
Text of Amendments to Bylaws
2
|
EASTMAN CHEMICAL
COMPANY - EMN
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
|
Eastman
Chemical Company
|
||
|
|
By: /s/ Scott V.
King
Scott V. King
Vice President, Controller and Chief Accounting
Officer
|
|
|
Date: May
13, 2009
|
3