Kodak 2006 Annual Report Download - page 159

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Q. What vote is required to approve each proposal?
A. The following table describes the voting requirements for each proposal:
Item 1 — Election of Directors The director nominees receiving the greatest number of votes will be elected. This
means that, if you do not vote for a particular nominee, or if you withhold authority
to vote for a particular nominee when voting your proxy, your vote will not count for
or against the nominee. Under the Company’s majority voting policy for the elec-
tion of directors, as more fully described on page 29 of this Proxy Statement, in
an uncontested election, any director who receives a majority of “withhold” votes
will be required to tender his or her resignation to the Corporate Responsibility and
Governance Committee, which will then consider the resignation and make a recom-
mendation to the Board.
Item 2 — Ratifi cation of the Audit Committee’s To be approved by you, this proposal must receive the affi rmative vote of a
selection of PricewaterhouseCoopers LLP majority of the votes cast at the Annual Meeting.
as our independent registered public
accounting fi rm
Item 3 — Shareholder Proposal requesting To be approved by you, the shareholder proposal must receive the affi rmative
a monetary limit on executive vote of a majority of the votes cast at the Annual Meeting.
compensation
Q. Is my vote confi dential?
A. Yes. Only the inspectors of election and certain individuals who help with processing and counting the votes have access to your vote. Directors
and employees of the Company may see your vote only if the Company needs to defend itself against a claim or if there is a proxy solicitation by
someone other than the Company. Therefore, please do not write any comments on your proxy card.
Q. Who will count the vote?
A. Computershare Investor Services will count the vote. Its representatives will be the inspectors of election.
Q. What shares are covered by my proxy card?
A. The shares covered by your proxy card represent all the shares of Kodak stock you own, including those in the Eastman Kodak Shares Program
and the Employee Stock Purchase Plan, and those credited to your account in the Eastman Kodak Employees’ Savings and Investment Plan and
the Kodak Employees’ Stock Ownership Plan. The trustees and custodians of these plans will vote your shares in each plan as you direct. You
have one vote for each share of Kodak common stock you own on the record date with respect to all business at the Annual Meeting.
Q. What does it mean if I get more than one proxy card?
A. It means your shares are in more than one account. You should vote the shares on all your proxy cards. To provide better shareholder service, we
encourage you to have all your shares registered in the same name and address. You may do this by contacting our transfer agent, Computer-
share Investor Services at [phone].
Q. Who can attend the Annual Meeting?
A. If the records of the Company show that you held your shares as of the close of business on March 19, 2007, the record date for the Annual
Meeting, you can attend the Annual Meeting. Seating, however, is limited. Attendance at the Annual Meeting will be on a fi rst-come, fi rst-served
basis, upon arrival at the Annual Meeting. Photographs will be taken and videotaping will be conducted at the Annual Meeting. We may use these
images in publications. If you attend the Annual Meeting, we assume we have your permission to use your image.