Kodak 2003 Annual Report Download - page 84

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Proxy Statement
84
Q. What is the quorum requirement of the Meeting?
A. A majority of the outstanding shares on March 15, 2004, constitutes a quorum for voting at the Annual Meeting. If you vote, your shares
will be part of the quorum. Abstentions and broker non-votes will be counted in determining the quorum, but neither will be counted as
votes cast. On March 1, 2004, there were 286,611,414 shares outstanding.
Q. Can I nominate someone to the Board?
A. Our bylaws provide that any shareholder may nominate a person for election to the Board so long as the shareholder follows the proce-
dure outlined in the bylaws as summarized below. This is the procedure to be followed for direct nominations, as opposed to recommen-
dations of nominees for consideration by the Corporate Responsibility and Governance Committee.
The complete description of the procedure for shareholder nomination of director candidates is contained in our bylaws. A copy of the full
text of the bylaw provision containing this procedure may be obtained by writing to our Secretary, Eastman Kodak Company, 343 State
Street, Rochester, NY 14650-0218. For purposes of summarizing this procedure, we have assumed (i) the date of the upcoming Annual
Meeting is within 30 days of the date of the Annual Meeting for the previous year and (ii) if the size of the Board is to be increased, that
both the name of the director nominee and the size of the increased Board are publicly disclosed at least 120 days prior to the first
anniversary of the previous year’s Annual Meeting. Based on these assumptions, a shareholder desiring to nominate one or more candi-
dates for election at the next Annual Meeting must deliver written notice of such nomination to our Secretary, at our principal office, not
less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s Annual Meeting.
The written notice to our Secretary must contain the following information with respect to each nominee: (i) the proposing shareholder’s
name and address; (ii) the number of shares of the Company owned of record and beneficially by the proposing shareholder; (iii) the
name of the person to be nominated; (iv) the number of shares of the Company owned of record and beneficially by the nominee; (v) a
description of all relationships, arrangements and understandings between the shareholder and the nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder; (vi) such other information
regarding the nominee as would have been required to be included in the proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission (SEC) had the nominee been nominated, or intended to be nominated, by the Board, such as the
nominee’s name, age and business experience; and (vii) the nominee’s signed consent to serve as a director if so elected.
Persons who are nominated in accordance with this procedure will be eligible for election as directors at the Annual Meeting of the
Company’s shareholders.
Q. How much did this proxy solicitation cost?
A. The Company hired Georgeson Shareholder Communications Inc. to assist in the distribution of proxy materials and solicitation of votes.
The estimated fee is $18,500 plus reasonable out-of-pocket expenses. In addition, the Company will reimburse brokerage houses and
other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to
shareholders.
Q. When are the shareholder proposals due for the 2005 Annual Meeting?
A. Shareholder proposals must be received, in writing, by December 7, 2004, and addressed to:
Secretary
Eastman Kodak Company
343 State Street
Rochester, NY 14650-0218
Q. What other information about Kodak is available?
A. The following information is available:
• Annual Report on Form 10-K.
• Transcript of the Annual Meeting.
• Plan descriptions, annual reports, and trust agreements and contracts for the pension plans of the
Company and its subsidiaries.
• Diversity Report; Form EEO-1.
• Health, Safety and Environment Annual Report on Kodak’s website at www.kodak.com/go/HSE.
• Corporate Responsibility Principles on Kodak’s website at www.kodak.com/US/en/corp/principles.