EASTMAN CHEMICAL CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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EASTMAN CHEMICAL COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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I am incredibly proud of what we accomplished in 2023, and I want to share with you some of the highlights of our performance.

2023 Performance Highlights

•Achieved record safety performance. We achieved the Company’s best-ever safety performance for personal safety incidents, process safety events, and environmental releases, reaffirming our commitment to approaching all that we do with a zero-incident mindset.•Returned cash to stockholders. We delivered $526 million in cash to stockholders, including both share repurchases and dividends, which we increased for the fourteenth consecutive year and are essential to our commitment to driving stockholder returns. •Generated strong operating cash flow. We generated strong operating cash flow of $1.4 billion, which enabled us to invest in growth, reduce debt, and return cash to stockholders.•Delivered solid earnings in challenging environment. We delivered adjusted earnings per share (“EPS”) of $6.40, reflecting our ability to maintain commercial excellence in pricing and leverage our diverse portfolio, as well as our actions to reduce costs by $200 million. •Strengthened circular leadership. We made significant progress on our circular strategy, including our three planned methanolysis facilities. •Completed divestiture of Texas City Operations. We closed the sale of our Texas City Operations to INEOS Group Holdings S.A. for $490 million, and we immediately put the cash to work through the combination of net debt reduction and share repurchases.

Your Vote is Important for this Year’s Annual Meeting

As always, we encourage you to participate in this year’s Annual Meeting by attending the meeting virtually or voting your shares in advance for each of the items on this year’s agenda. Signing and returning a proxy card or submitting your proxy by Internet or telephone in advance of the meeting will not prevent you from voting electronically during the meeting if you attend virtually, but will assure that your vote is counted if you are unable to attend the meeting online. Whether you choose to vote by mail, online or by telephone, I encourage you to vote as soon as possible.

Thank you for your support of our Company. We look forward to welcoming you to our Annual Meeting.

Sincerely,

MARK J. COSTA

CEO and Board Chair

Letter from our Lead Director

Our focus on Company culture and employee safety

As a Board, we remain focused on initiatives to develop a world-class culture that embraces innovation and inclusion, which are paramount to the successful achievement of the Company’s long-term strategic goals and the creation of value for stockholders. The Board recognizes the importance of cultivating a culture of leadership while also ensuring we have the right talent in the right jobs, as well as a skilled, engaged, and deep talent pipeline. From a Board perspective, we continue to review the overall composition of the Board of Directors to ensure that we have the right leadership, skill sets, and experiences to meet the new evolving challenges and opportunities and create value for stakeholders.

On behalf of the Board of Directors, I want to thank our fellow directors, Edward (“Ted”) Doheny II and Charles (“Chuck”) Stevens III for their dedicated service and contributions to the Eastman Board of Directors. Both Ted and Chuck have decided to retire from the Eastman Board effective as of this year’s Annual Meeting of Stockholders.

As a key part of developing the Company’s culture, the Board and management are committed to fostering a culture of safety by ensuring employees have the necessary resources, technology, and training to operate safely each and every day at our facilities around the world. In 2023, the Company’s safety initiatives resulted in breakthrough safety performance with significant reductions in the number of personal and process safety incidents. More importantly, the safety initiatives and efforts resulted in a reduction in the overall severity of injuries across the Company. While the goal always remains zero safety incidents, we are extremely proud of the employees’ efforts and focus on building a culture to ensure the safety of all employees and the communities in which we operate.

As members of the Board, we understand and appreciate the responsibilities that have been entrusted to us by stockholders. We continuously strive to serve the best interests of stockholders by setting the Company on a course to creating sustainable, long-term stockholder value.

Sincerely,

BRETT D. BEGEMANN

Lead Director

Note about Forward-Looking Statements

Certain statements made in this proxy statement are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act (Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), including statements relating to our executive compensation programs; expectations, strategies, and plans for businesses and for the whole of Eastman; capital allocation; future financial results; environmental matters and opportunities (including potential risks associated with physical impacts of climate change and related voluntary and regulatory carbon requirements); and our environmental, social, and governance (“ESG”) objectives and plans, including our inclusion and diversity (“I&D”) efforts. In some cases, you can identify forward-looking statements by terminology such as “anticipates”, “believes”, “estimates”, “expects”, “intends”, “may”, “plans”, “projects”, “forecasts”, “will”, “would”, “could”, and similar expressions or expressions of the negative of these terms.

Forward-looking statements are based upon certain underlying assumptions as of the date such statements were made. Such assumptions are based upon internal estimates and other analyses of current market conditions and trends, management expectations, plans, and strategies, economic conditions, and other factors. Forward-looking statements and the assumptions underlying them are necessarily subject to risks and uncertainties inherent in projecting future conditions and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized. The known material factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements are identified and discussed in the Risk Factors section of our most recent annual or quarterly report and in other reports we have filed with the U.S. Securities and Exchange Commission (the “SEC”).

The Company cautions you not to place undue reliance on forward-looking statements, which speak only as of the date of this proxy statement. Except as may be required by law, the Company undertakes no obligation to update or alter these forward-looking statements, whether as a result of new information, future events, or otherwise. Investors are advised, however, to consult any further public Company disclosures (such as filings with the SEC, Company press releases, or pre-noticed public investor presentations) on related subjects. We include our website address (www.eastman.com) in this proxy statement only as an inactive textual reference and do not intend it to be an active link to our website. The contents of our website are not incorporated into and do not constitute part of this proxy statement.