Kodak 2006 Annual Report Download - page 163

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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 is currently 11. 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 who stood for election at the 2006 annual meeting were elected for two-year terms ending in 2008.
• Class II directors are standing 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 II directors whose terms expire at the 2007 Annual Meeting and who are standing for re-election. Martha Layne Collins, an exist-
ing Class I director, is not standing for re-election due to her pending retirement, in accordance with the Company’s mandatory retirement policy. Durk
I. Jager, an existing Class III director, will be stepping down as a director as of the date of the 2007 Annual Meeting.
Nominees for election as Class II directors are:
Michael J. Hawley
William H. Hernandez
Hector de J. Ruiz
Laura D’Andrea Tyson
These nominees agree to serve a one-year term. Information about them is provided on pages 13 -14 of this Proxy Statement.
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.
The director nominees receiving the greatest number of votes will be elected. Under the Company’s majority voting policy for the election of directors,
however, 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 recommendation to the Board. More information about the Company’s
majority voting policy can be found on page 29 of this Proxy Statement.
The Board of Directors recommends a vote FOR the election of these directors.
ITEM 2 — Ratification 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 Pricewater-
houseCoopers LLP as the Company’s independent registered public accounting firm to serve until the 2008 annual meeting.
Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting to respond to questions and, if they desire, make a state-
ment.
The ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the votes cast by the
holders of shares entitled to vote.
The Board of Directors recommends a vote FOR ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as our inde-
pendent registered public accounting firm.