false0000915389 0000915389 2019-12-04 2019-12-04 0000915389 emn:NotesDue2023Member 2019-12-04 2019-12-04 0000915389 us-gaap:CommonStockMember 2019-12-04 2019-12-04 0000915389 emn:A1.875notesdueNovember2026Member 2019-12-04 2019-12-04


EASTMANLOGOA05.JPG

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):
December 4, 2019

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
Tennessee
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:
 
☐
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
☐
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
EMN
 
New York Stock Exchange
1.50% Notes Due 2023
 
EMN23
 
New York Stock Exchange
1.875% Notes Due 2026
 
EMN26
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




EASTMAN CHEMICAL COMPANY - EMN 
 
 

Item 5.02(b) and (c)    Departure and Appointment of Certain Officers
 
On December 10, 2019 Eastman Chemical Company (the "Company") announced that on February 28, 2020 Curtis E. Espeland will be succeeded as principal financial officer by William T. McLain, Jr. and that Mr. Espeland will continue to serve as an executive officer until his retirement in mid-2020. A copy of the Company’s release announcing this executive retirement and appointment is included as Exhibit 99.1 and is incorporated herein by reference.

Item 5.02(e)    Compensatory Arrangements of Certain Officers

2020 Unit Performance Plan Corporate Performance Measures and Named Executive Officer Target Variable Pay Opportunities

On December 4, 2019 the Compensation and Management Development Committee (the "Compensation Committee") of the Board of Directors of the Company approved the corporate performance measures, eligible employees (including the executive officers), and target variable pay opportunities for the 2020 Unit Performance Plan (the "UPP"). The UPP is filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012 and is described in the Company's 2019 Annual Meeting Proxy Statement under "Executive Compensation - Compensation Discussion and Analysis - Elements of our Executive Compensation - Annual Cash Compensation - Base Salary and Incentive Pay - Annual Incentive Pay - Unit Performance Plan".

For 2020, UPP corporate performance will be measured (i) 75% by GAAP earnings before interest and taxes, adjusted by the Committee to exclude non-core and any unusual or non-recurring items (typically the same non-core and any unusual or non-recurring items as those excluded from earnings in the non-GAAP financial measures disclosed by the Company in its public financial results disclosures) ("adjusted EBIT") and (ii) 25% by "free cash flow", defined as GAAP cash provided by operating activities less net capital expenditures (typically GAAP cash used in additions to properties and equipment), subject to adjustment by the Committee for any unusual, non-core, or non-recurring cash source or uses distortive of free cash flow. The target 2020 adjusted EBIT and free cash flow and corresponding target UPP payout pool amount will correspond to the Company's adjusted EBIT and free cash flow targets under the annual business plan for 2020 as approved by the Board of Directors. The Compensation Committee will approve the 2020 UPP cash payout pool amount in early 2021 based upon actual adjusted EBIT and free cash flow compared to the pre-set adjusted EBIT and free cash flow targets.

The portion of the UPP award pool allocated to the executive officers will be determined by aggregating their individual target variable pay amounts multiplied by a "performance factor" corresponding to their overall performance compared to pre-established organizational and personal performance objectives. For 2020, the target variable pay for performance that meets the pre-established objectives under the UPP (expressed as a percentage of annual base salary) for the current executive officers for whom executive compensation disclosure was provided in the Company's 2019 Annual Meeting Proxy Statement (the "named executive officers") will be 145% for Chief Executive Officer Mark J. Costa and 90% for each of Executive Vice President, Additives & Functional Products and Chemical Intermediates Lucian Boldea, Executive Vice President and Chief Financial Officer Curtis E. Espeland, and Executive Vice President and Chief Commercial Officer Brad A. Lich. The Compensation Committee may consider changing target executive UPP compensation for 2020 based upon comparable pay for similar jobs at identified peer and other companies and for any executives who change responsibilities or positions during 2020.

After the end of 2020, in connection with the determination of the amount of the total UPP award pool available to the executive officers, the Chief Executive Officer will assess the other executives' individual performance against pre-established goals and expectations and recommend to the Compensation Committee the amounts of the individual payouts from the portion of the total UPP award pool allocated to the executive officers. Based on the Chief Executive Officer's assessment, the Compensation Committee will determine the UPP payouts to the executive officers for 2020 in early 2021. The Compensation Committee will review the CEO's performance against his individual financial, organizational, and strategic objectives and determine his payout for 2020 in early 2021. The UPP payouts, if any, to the CEO and other executive officers for 2020 will be disclosed in the Company's Proxy Statement for its 2021 Annual Meeting of Stockholders.






Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit        Description
99.1        Public announcement by the registrant on December 10, 2019 of executive retirement and appointment
104        Cover Page Interactive Data File





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/ Brian L. Henry
 
 
Brian L. Henry
 
 
Senior Securities - Governance Counsel and Assistant Secretary
 
 
Date: December 10, 2019



Exhibit 99.1


Eastman Announces Retirement of Chief Financial Officer Curtis E. Espeland

William T. McLain, Jr. to be Chief Financial Officer Effective February 28, 2020

KINGSPORT, Tenn., December 10, 2019 - Eastman Chemical Company (NYSE:EMN) today announced that, after nearly 25 years of service, Curtis E. Espeland, Executive Vice President and Chief Financial Officer, will be succeeded on Feb. 28, 2020 by current Vice President, Finance William T. McLain, Jr. Espeland will continue to serve as Executive Vice President to assist the Executive Team with finance organization transition, corporate strategy, and portfolio optimization until his retirement in mid-2020.
Espeland joined Eastman in 1996 and has held multiple corporate and business finance positions with the company. He was appointed CFO in 2008 and has been instrumental in overseeing the company’s financial and accounting, corporate strategy, corporate development and information technology organizations.
“On behalf of the Board of Directors and our Executive Team, I want to thank Curt for his significant contributions to Eastman for more than two decades,” said Eastman Board Chair and Chief Executive Officer Mark J. Costa. “Curt is a talented financial professional and has had an extraordinary career. I am personally very grateful for his pragmatic leadership and his vital role in the portfolio transformation that has been a foundational element of our strategy to become a leading specialty materials company. Curt’s vast experience, exemplary leadership, and strategic thinking has made him a valuable member of our Executive Team. All of us at Eastman wish him a long and happy retirement, and appreciate his support working alongside Willie to ensure a smooth transition of leadership.”
“Looking back on my career with Eastman, I could not be more proud of what we have accomplished as a company,” said Espeland. “It has been an honor to serve as Eastman’s CFO and lead the Company’s broader finance and information technology teams. With Willie as my successor in the role, I am confident now is the right time to begin this transition, and I look forward to the Company's continued success.”
McLain joined Eastman in 2000 and brings significant domestic and international business experience as well as a strong background in finance and accounting. During his tenure at Eastman, he has served in several high-level finance and accounting roles throughout the organization in the U.S., Asia, and Europe. Most recently, McLain has served as Vice President, Finance, working with business teams on strategic planning and portfolio optimization. He has previously served as Corporate Controller; Treasurer; and Director, Finance for Asia Pacific. Prior to Eastman, McLain worked for public accounting firm PricewaterhouseCoopers. McLain received a Master of Business Administration from the University of Chicago Booth School of Management and a Bachelor of Science in accounting from Appalachian State University.
“Willie has been a valued member of our finance team and has worked closely with Curt as part of our long-term succession planning process,” continued Costa. “He is a proven and experienced leader with deep knowledge of Eastman’s financial organization, businesses, and capital markets, which will be integral as we continue the company’s transformation. I look forward to welcoming Willie to the Executive Team in February and I am confident Curt and Willie will work to ensure a smooth transition given their close working relationship over the years.”


Exhibit 99.1

Eastman is a global specialty materials company that produces a broad range of products found in items people use every day. With the purpose of enhancing the quality of life in a material way, Eastman works with customers to deliver innovative products and solutions while maintaining a commitment to safety and sustainability. The company’s innovation-driven growth model takes advantage of world-class technology platforms, deep customer engagement, and differentiated application development to grow its leading positions in attractive end markets such as transportation, building and construction, and consumables. As a globally inclusive and diverse company, Eastman employs approximately 14,500 people around the world and serves customers in more than 100 countries. The company had 2018 revenues of approximately $10 billion and is headquartered in Kingsport, Tennessee, USA. For more information visit www.eastman.com.
# # #
Contacts:

Media:  Tracy Kilgore Addington
423-224-0498 / tracy@eastman.com

Investors:  Greg Riddle
212-835-1620 / griddle@eastman.com