Kodak 2006 Annual Report Download - page 135

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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
The information required by Item 10 regarding directors is incorporated by reference from the information under the caption “Board Structure and
Corporate Governance – Board of Directors” in the Company’s Notice of 2007 Annual Meeting and Proxy Statement (the Proxy Statement), which will
be filed within 120 days after December 31, 2006. The information required by Item 10 regarding audit committee financial expert disclosure is incor-
porated by reference from the information under the caption “Board Structure and Corporate Governance – Audit Committee Financial Qualifications”
in the Proxy Statement. The information required by Item 10 regarding executive officers is contained in Part I under the caption “Executive Officers of
the Registrant” on page 17. The information required by Item 10 regarding the Company’s written code of ethics is incorporated by reference from the
information under the captions “Board Structure and Corporate Governance – Corporate Governance Guidelines” and “Board Structure and Corpo-
rate Governance – Business Conduct Guide and Directors’ Code of Conduct” in the Proxy Statement. The information required by Item 10 regarding
compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference from the information under the caption “Reporting
Compliance – Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from the information under the following captions in the Proxy Statement: “Board
Structure and Corporate Governance” and “Compensation Discussion and Analysis.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Most of the information required by Item 12 is incorporated by reference from the information under the captions “Beneficial Ownership” in the Proxy
Statement. “Stock Options and SARs Outstanding under Shareholder- and Non-Shareholder-Approved Plans” is shown below:
Stock Options and SARs Outstanding under Shareholder- and Non-Shareholder-Approved
Plans
As required by Item 201(d) of Regulation S-K, the Company’s total options outstanding of 35,050,758, including total SARs outstanding of 440,008,
have been granted under equity compensation plans that have been approved by security holders and that have not been approved by security holders
as follows:
Number of Securities
Remaining Available
Number of Securities for Future Issuance
to be issued Weighted-Average Under Equity
Upon Exercise of Exercise Price of Compensation Plans
Outstanding Options, Outstanding Options, (Excluding Securities
Plan Category Warrants and Rights Warrants and Rights Reflected in Column (a))
(a) (b) (c)
Equity compensation plans approved
by security holders (1) 25,173,255 $ 41.54 11,659,741
Equity compensation plans not approved by
security holders (2) 9,877,503 55.86 0
Total 35,050,758 $ 45.58 11,659,741
(1) The Company’s equity compensation plans approved by security holders include the 2005 Omnibus Long-Term Compensation Plan, the 2000 Omnibus Long-
Term Compensation Plan, the Eastman Kodak Company 1995 Omnibus Long-Term Compensation Plan, the Eastman Kodak Company 1990 Omnibus Long-Term
Compensation Plan and the Wage Dividend Plan.
(2) The Company’s equity compensation plans not approved by security holders include the Eastman Kodak Company 1997 Stock Option Plan and the Kodak Stock
Option Plan. The 1997 Stock Option Plan, a plan formerly maintained by the Company for the purpose of attracting and retaining senior executive officers, became
effective on February 13, 1997, and expired on December 31, 2003. The Compensation Committee administered the Plan and continues to administer those Plan