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Eastman Chemical adopts amended bylaws: plurality voting in contested elections, new notice windows
EASTMAN CHEMICAL CO
- Board adopted Amended and Restated Bylaws on October 16, 2026, effective immediately; full text filed as Exhibit 3.1.
- Adds plurality voting standard for director elections in contested races and requires director candidates to be available for Board interviews.
- Advance-notice window for nominations/other business now 120 to 90 days before the anniversary of the prior annual meeting; proxy access window 150 to 120 days.
- For the 2027 annual meeting, stockholder notices due January 7 to February 6, 2027; Rule 14a-8 proposals remain due November 24, 2026.
- Clarifies exclusive forum provision does not cover Exchange Act claims or claims under exclusive federal jurisdiction.