Form 8-K dated 10-09-06
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the Securities and Exchange Act of
1934
Date
of report (Date of earliest event reported):
October
4, 2006
EASTMAN
CHEMICAL COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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1-12626
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62-1539359
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Incorporation)
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200 South
Wilcox Drive, Kingsport, TN
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37660
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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EASTMAN
CHEMICAL COMPANY - EMN
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October
4, 2006
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Item
5.02(d) -- Election of Directors
The
Board
of Directors of Eastman Chemical Company on October 4, 2006 elected Lewis
M.
Kling as a director. Mr. Kling will serve in the class of directors for
which
the term in office expires at the company's Annual Meeting of Stockholders
in
May 2009, and will serve as a member of the Compensation and Management
Development Committee, the Finance Committee, the Health, Safety, Environmental
and Security Committee, and the Nominating and Corporate Governance Committee,
of the Board.
Item
5.03(a) -- Amendment to Bylaws
The
Board
of Directors of Eastman Chemical Company on October 4, 2006 amended the
company's Bylaws so that directors are elected by a majority vote of
stockholders. Before the amendment, the company's directors were elected
by a
plurality of the votes cast by stockholders. Under the new director election
provision, any nominee who does not receive more than 50 percent of the
votes
cast would not be elected, and any incumbent director who does not receive
majority support for reelection and whose successor has not been elected
by
stockholders would offer to resign from the Board. Votes cast include votes
to
withhold authority and exclude abstentions. The Board of Directors would
act on
the tendered resignation of an incumbent director who was not reelected
and
publicly disclose its decision within 90 days from the date of certification
of
the election results.
The
text
of the majority election Bylaw amendment is filed as an exhibit to this
Current
Report on Form 8-K, and the company's Bylaws are posted on the company's
Internet website (www.eastman.com)
in the
"Investors -- Corporate Governance -- Bylaws" section.
Item
9.01(d) -- Exhibits
The
following exhibit is furnished pursuant to Item 9.01(d):
3(ii)
Text of Amendment to Bylaws
EASTMAN
CHEMICAL COMPANY - EMN
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October
4, 2006
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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.
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Eastman
Chemical Company
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By: /s/
Curtis E. Espeland
Curtis
E. Espeland
Vice
President and Chief Accounting Officer
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Date: October
10, 2006
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