Item 3 Ratification of Appointment of
Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors has retained PricewaterhouseCoopers LLP to serve as the Companys independent registered public
accounting firm for the year ending December 31, 2019.
PricewaterhouseCoopers LLP also served as the Companys independent
registered public accounting firm for the years ended December 31, 2018 and 2017, and has billed the Company the following amounts for fees and related expenses for professional services rendered during 2018 and 2017:
Audit Fees:
$6.31 million, in the aggregate, for the year ended December 31, 2018 and
$6.39 million, in the aggregate, for the year ended December 31, 2017 for professional services rendered for the audits of the consolidated financial statements of the Company (including the audit of internal controls over financial
reporting), statutory and subsidiary audits, issuance of comfort letters, and assistance with review of documents filed with the SEC.
Audit-Related Fees:
$79,000, in the aggregate, for the year ended December 31, 2018 and $928,600, in the aggregate, for the year ended December 31, 2017 for assurance and
related services, including audit and related procedures for possible mergers, acquisitions, and divestitures, and consultations concerning application of and compliance with financial accounting and reporting standards. In addition, various
employee benefit plans were billed for fees and related expenses of $65,000 for 2018 and $65,000 for 2017 for audits of their plan financial statements by PricewaterhouseCoopers LLP.
Tax Fees:
$6.15 million, in the aggregate, for the year ended December 31, 2018 and
$6.37 million, in the aggregate, for the year ended December 31, 2017 for services related to domestic and international tax planning, tax compliance, including expatriate tax services and preparation of tax returns and claims for refunds,
tax advice, assistance with respect to tax audits, and requests for rulings for technical advice from tax authorities.
All Other Fees:
$4,800, in the aggregate, for the year ended December 31, 2018 and $2,700, in
the aggregate, for the year ended December
31, 2017 for all services other than those covered above under Audit Fees, Audit-Related Fees, and Tax Fees. All Other Fees for 2018 and 2017 were
for research tools and software access licenses.
As described under
Audit Committee Audit Committee Report
earlier in this proxy statement, all audit and
non-audit
services provided to the Company by PricewaterhouseCoopers LLP were
pre-approved
by the Audit Committee or by the Chair of the Audit Committee pursuant to delegated
authority.
The stockholders are being asked to ratify the Audit Committees appointment of PricewaterhouseCoopers
LLP.
If the stockholders fail to ratify this appointment, the Audit Committee may, but is not required to, reconsider whether to retain that firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct
the appointment of a different accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.
A representative of PricewaterhouseCoopers LLP is expected to attend the 2019 Annual Meeting and will have the opportunity to make a statement on
behalf of the firm if he desires to do so. The representative is also expected to be available to respond to appropriate questions from stockholders.
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The Board of Directors recommends that you vote
FOR
ratification of the appointment of PricewaterhouseCoopers LLP as Eastmans independent registered public accounting firm.
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2019 Proxy Statement
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