EASTMAN CHEMICAL COMPANY | Independent Board Chairman at EASTMAN CHEMICAL COMPANY

Status
AGM passed
AGM date
Proposal number
4
Resolution details
Company ticker
EMN
Lead filer
Individual
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Materials
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy and amend the governing documents so that two separate people hold the offices of Chairman and CEO. Whenever possible, the Chairman of the Board shall be an Independent Director. The Board may select a Temporary Chairman who is not an Independent Director while seeking an Independent Chairman on an expedited basis. It is best practice to adopt this policy soon, though it could be phased in during the next CEO contract renewal or transition. The roles of Chairman and CEO are fundamentally different and should be held by two individuals—an Independent Chairman and a CEO. An independent Chairman is especially important during critical succession planning phases and in light of Eastman Chemical’s long-term stagnating stock performance (stock price was $105 in 2018 and again $105 in late 2024). Additionally, 24% of shareholders rejected EMN’s 2024 executive pay, whereas a 5% rejection is more typical for well-performing companies. EMN has had the same person in both Chairman and CEO roles since 2014; the stagnant stock price suggests this dual role approach is ineffective. At a minimum, this proposal highlights the urgent need for diligent succession planning and reminds shareholders of EMN’s long-term stock stagnation.

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