Kodak 2007 Annual Report Download - page 129

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Q. What is the quorum requirement of the Annual Meeting?
A.
A majority of the outstanding shares on May 14, 2008 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, other than where stated, will be counted in determining the
quorum, but neither will be counted as votes cast. On March 17, 2008, there were 288,182,249 shares outstanding.
Q. Can I nominate someone to the Board?
A. Our By-laws provide that any shareholder may nominate a person for election to the Board so long as the shareholder follows the
procedure outlined in the By-laws as summarized below. This is the procedure to be followed for direct nominations, as opposed to
recommendations of nominees for consideration by our Corporate Responsibility and Governance Committee.
The complete description of the procedure for shareholder nomination of director candidates is contained in our By-laws. A copy of
the full text of the by-law provision containing this procedure may be obtained by writing to our Secretary at our principal executive
offices. Our By-laws can also be accessed at www.kodak.com/go/governance. For purposes of summarizing this procedure, we
have assumed: 1) the date of the upcoming Annual Meeting is within 30 days of the anniversary of the annual meeting for the
previous year; and 2) 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 candidates 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: 1) the proposing
shareholder’s name and address; 2) the number of shares of the Company owned of record and beneficially by the proposing
shareholder; 3) the name of the person to be nominated; 4) the number of shares of the Company owned of record and beneficiall
y
by the nominee; 5) 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; 6) 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 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 7) 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. What is the deadline to propose actions for consideration at the 2009 annual meeting?
A.
For a shareholder proposal to be considered for inclusion in Kodak’s proxy statement for the 2009 annual meeting, the Secretar
y
o
f
Kodak must receive the written proposal at our principal executive offices no later than December 4, 2008. Such proposals must
comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy
materials. Proposals should be addressed to:
Secretary
Eastman Kodak Company
343 State Street
Rochester, NY 14650-0218
For a shareholder proposal that is not intended to be included in Kodak’s proxy statement under Rule 14a-8, the shareholder must
deliver a proxy statement and form of proxy to holders of a sufficient number of shares of Kodak common stock to approve that
proposal, provide the information required by the By-laws of Kodak and give timely notice to the Secretary of Kodak in accordance
with the By-laws of Kodak, which, in general, require that the notice be received by the Secretary of Kodak:
• Not earlier than the close of business on January 14, 2009; and
• Not later than the close of business on February 13, 2009.
If the date of the shareholder meeting is moved more than 30 days before or 30 days after the anniversary of the 2008 Annual
Meeting, then notice of a shareholder proposal that is not intended to be included in Kodak’s proxy statement under Rule 14a-8
must be received no earlier than the close of business 120 days prior to the meeting and no later than the close of business on the
later of the following two dates:
• 90 days prior to the meeting; and
• 10 days after public announcement of the meeting date.
You may contact our Secretary at our principal executive offices for a copy of the relevant by-law provisions regarding the
requirements for making shareholder proposals. Our By-laws can also be accessed at www.kodak.com/go/governance.