Kodak 2007 Annual Report Download - page 131

8
 Proposals
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
12. Mr. Perez is the only director who is an employee of the Company.
There are nine directors standing for re-election (Richard S. Braddock, Timothy M. Donahue, Michael J. Hawley, William H. Hernandez,
Debra L. Lee, Delano E. Lewis, Antonio M. Perez, Hector de J. Ruiz and Laura D’Andrea Tyson) and three directors standing for election
for the first time (Douglas R. Lebda, William G. Parrett and Dennis F. Strigl). All the nominees agree to serve a one-year term. Information
about them is provided on pages 14 -16 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 9 of this Proxy Statement.
The Board of Directors recommends a vote FOR the election of all the director nominees.
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
PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to serve until the 2009 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 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 independent registered public accounting firm.
SHAREHOLDER PROPOSAL
ITEM 3 — Shareholder Proposal on Majority Voting Requirement for Director Nominees
United Association S&P 500 Index Fund, owner of over $2,000 in Company stock, submitted the following proposal:
“Resolved: That the shareholders of Eastman Kodak Company (“Company”) hereby request that the Board of Directors initiate the
appropriate process to amend the Company’s certificate of incorporation to provide that director nominees shall be elected by the
affirmative vote of the majority of votes cast at an annual meeting of shareholders, with a plurality vote standard retained for contested
director elections, that is, when the number of director nominees exceeds the number of board seats.
Supporting Statement: In order to provide shareholders a meaningful role in director elections, our Company’s director election vote
standard should be changed to a majority vote standard. A majority vote standard would require that a nominee receive a majority of the
votes cast in order to be elected. The standard is particularly well-suited for the vast majority of director elections in which only board
nominated candidates are on the ballot. We believe that a majority vote standard in board elections would establish a challenging vote
standard for board nominees and improve the performance of individual directors and entire boards. Our Company presently uses a
plurality vote standard in all director elections. Under the plurality vote standard, a nominee for the board can be elected with a little as a
single affirmative vote, even if a substantial majority of the votes cast are “withheld” from the nominee.