Kodak 2000 Annual Report Download - page 81

Download and view the complete annual report

Please find page 81 of the 2000 Kodak annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 110

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110

9
PROPOSALS TO BE VOTED ON
ITEM 1
ELECTION OF DIRECTORS
Kodak’s By-Laws require us to have at least nine directors but no more than 18. The number of directors is set
by the Board and is currently 11. The Board is divided into three classes of directors with overlapping three-
year terms. There are three Class II directors whose terms expire at the 2001 Annual Meeting.
Paul H. O’Neill, a Class II director, resigned from the Board effective December 31, 2000, in anticipation of
his appointment as United States Secretary of the Treasury. John J. Phelan, Jr., a Class I director, is retiring
from the Board effective May 9, 2001, in accordance with the Company’s retirement policy for directors.
Nominees for election as Class II directors are:
William W. Bradley
Alice F. Emerson
Hector de J. Ruiz
Laura D’Andrea Tyson
All the nominees agree to serve a three-year term. Information about them is provided beginning on page 12.
Alice F. Emerson and Laura D’Andrea Tyson were previously elected by you. William W. Bradley and Hector
de J. Ruiz are standing for election by you for the first time.
If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a
substitute. If the Board chooses a substitute, the shares represented by proxies will be voted for the substitute.
If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of
directors or elect a new director to fill the vacancy. This new director will serve until the next Annual Meeting.
The Board of Directors recommends a vote FOR the election of directors.
ITEM 2
RATIFICATION OF ELECTION OF INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP has been the Company’s independent accountants for many years. The Board, on
the recommendation of its Audit Committee, elected PricewaterhouseCoopers LLP the Company’s independent
accountants to serve until the 2002 Annual Meeting.
Representatives of PricewaterhouseCoopers LLP will attend the Meeting to respond to questions and, if they
desire, to make a statement.
The Board of Directors recommends a vote FOR the ratification of election of
PricewaterhouseCoopers LLP as independent accountants.