Eastman Chemical Company (EMN) Proxy filing summary

Executive summary

• Achieved operating cash flow near $1 billion in 2025, exceeding cost reduction targets and advancing strategic growth initiatives, including significant progress at the Kingsport methanolysis facility, which produced over 2.5 times more recycled content than 2024 and delivered $60 million in incremental earnings.

• Returned approximately $500 million to shareholders through dividends and share repurchases, raising the dividend for the 16th consecutive year.

• Entering 2026 with a strong balance sheet, the company is focused on further cost structure reductions, innovation-driven growth, and capturing upside as market conditions improve.

• Achieved best-ever safety results in 2025, with improvements across all critical safety metrics.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eleven directors, ratification of PricewaterhouseCoopers LLP as independent auditor, advisory approval of executive compensation, approval of the 2026 Omnibus Stock Compensation Plan, and a shareholder proposal to lower the threshold for calling special meetings to 10%.

• The board recommends voting FOR all management proposals and AGAINST the shareholder proposal to lower the special meeting threshold.

Board of directors and corporate governance

• Board consists of 11 nominees, 10 of whom are independent, with an average tenure of 9.7 years and average age of 66.2.

• Board refreshment continues, with four new non-employee directors added since 2022.

• Board committees include Audit, Compensation and Management Development, Nominating and Corporate Governance, Environmental, Safety and Sustainability, and Finance, all chaired by independent directors.

• Board leadership structure includes a combined Chair/CEO and an independent Lead Director.

• Annual board and committee self-evaluations are conducted, with periodic use of third-party facilitators.

• Stockholder engagement is ongoing, with direct input informing board decisions on strategy, compensation, and governance.