Kodak 2008 Annual Report Download - page 108

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PART III
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 2009 Annual Meeting and Proxy Statement
(the “Proxy Statement”), which will be filed within 120 days after December 31, 2008. The information required by Item 10 regarding
audit committee financial expert disclosure is incorporated 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 16. 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
Corporate 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 25,385,842, including total SARs
outstanding of 178,875, 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:
Plan Category
Number of
Securities to be
issued Upon
Exercise of
Outstanding
Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans (Excluding
Securities Reflected in Column (a))
(a) (b) (c)
Equity compensation plans
approved by security holders (1) 22,796,756 $ 31.20 12,715,713
Equity compensation plans not
approved by security holders (2) 2,589,086 $ 36.27 0
Total 25,385,842 $ 31.72 12,715,713
(footnotes on next page)