Kodak 2005 Annual Report Download - page 164

8
MANAGEMENT PROPOSALS
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 i s c u r r e n t l y 1 2 .
Mr. Perez is the only director who is an employee of the Company. We are in the process of declassifying our Board.
• Class I directors standing for election at the 2006 Annual Meeting will be elected for two-year terms ending in 2008.
• Class II directors, whose terms end in 2007, will serve out their current terms in full and stand for re-election at the 2007 annual meeting for
one-year terms ending in 2008.
• Class III directors, whose terms end in 2008, will continue to serve out their terms in full.
Beginning with the 2008 annual meeting, all directors will stand for election to one-year terms.
There are four Class I directors whose terms expire at the 2006 Annual Meeting and who are standing for re-election. Paul H. O’Neill, an existing Class
I director, is not standing for re-election due to his pending retirement, in accordance with the Company’s mandatory retirement policy.
Nominees for election as Class I directors are:
Martha Layne Collins
Timothy M. Donahue
Delano E. Lewis
Antonio M. Perez
These nominees agree to serve a two-year term. Information about them is provided on pages 12 and 13.
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 fi ll the vacancy.
The director nominees receiving the greatest number of votes will be elected.
The Board of Directors recommends a vote FOR the election of these directors.
ITEM 2 — Ratifi cation of the Audit Committee’s Selection of PricewaterhouseCoopers LLP as Our
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP has been the Company’s independent accountants for many years. The Audit Committee has selected
PricewaterhouseCoopers LLP as the Company’s independent registered public accounting fi rm to serve until the 2007 annual meeting.
Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting to respond to questions and, if they desire, make
a statement.
The ratifi cation of the Audit Committee’s selection of PricewaterhouseCoopers LLP requires the affi rmative vote of a majority of the votes cast by the
holders of shares entitled to vote.
The Board of Directors recommends a vote FOR ratifi cation of the Audit Committee’s selection of PricewaterhouseCoopers LLP as our
independent registered public accounting fi rm.
SHAREHOLDER PROPOSAL
ITEM 3 — Shareholder Proposal Requesting Recoupment of Executive Bonuses in the Event
of a Restatement
Amalgamated Bank LongView Collective Investment Fund, owner of over $2,000 in Company stock, submitted the following proposal:
“RESOLVED: The shareholders of Eastman Kodak Inc. [sic] (‘Kodak’ or the ‘Company’) request the board of directors to adopt a policy whereby, in
the event of a restatement of fi nancial results, the board will review all bonuses and other awards that were made to senior executives on the basis of
having met or exceeded performance targets during the period of the restatement and will, to the maximum extent feasible, recoup for the benefi t of
Kodak all such bonuses or awards to the extent that these performance targets were not achieved.
nProposals