Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On December 1, 2022, in connection with the new U.S. Securities and Exchange Commission rules regarding universal proxy cards and certain recent changes to the Delaware General Corporation Law (the "DGCL"), the Board of Directors of Eastman Chemical Company unanimously adopted Amended and Restated Bylaws of Eastman Chemical Company (the "Amended and Restated Bylaws"), effective immediately.

The Amended and Restated Bylaws, among other things:



         •   Update the procedural mechanics for stockholder nominations of
             directors to address matters relating to Rule 14a-19 under the
             Securities Exchange Act of 1934, as amended, and update the
             information requirements for the nomination of directors and the
             proposal of other business for consideration at meetings of
             stockholders;



         •   Modify the provisions relating to the adjournment procedures and lists
             of stockholders entitled to vote at meetings of stockholders, in each
             case to reflect recent amendments to the DGCL;



         •   Expressly provide for greater use of technology, including electronic
             notice, virtual stockholder meetings, and director and officer
             resignations, and



         •   Make various other updates, including clarifying, ministerial and
             conforming changes.

The foregoing general description of the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws set forth in Exhibit 3.02 to this Form 8-K and incorporated in this Item by reference.



Item 9.01 (d) Exhibits



3.02      Eastman Chemical Company Amended and Restated Bylaws, as of December 1,
        2022

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

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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.

Eastman Chemical Company

By: /s/ Clark L. Jordan

Clark L. Jordan

Vice President, Legal and Corporate Secretary

Date: December 7, 2022

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