Kodak 2008 Annual Report Download - page 126

TABLE OF CONTENTS
PROXY STATEMENT
1 Notice of the 2009 Annual Meeting of Shareholders
QUESTIONS & ANSWERS
2 Questions & Answers
8 Householding of Disclosure Documents
8 Audio Webcast of Annual Meeting
PROPOSALS
9 Company Proposals
9 Item 1 — Election of Directors
9 Item 2 — Ratification of the Audit Committee’s
Selection of PricewaterhouseCoopers LLP as
Independent Registered Public Accounting Firm
BOARD STRUCTURE AND CORPORATE
GOVERNANCE
10 Introduction
10 Corporate Governance Guidelines
10 Business Conduct Guide and Directors’
Code of Conduct
10 Board Independence
11 Audit Committee Financial Qualifications
and Memberships
11 Review, Approval or Ratification of Transactions
with Related Persons
13 Board of Directors
16 Committees of the Board
18 Committee Membership
19 Executive Compensation and Development
Committee
20 Compensation Committee Interlocks and
Insider Participation
20 Governance Practices
23 Director Compensation
BENEFICIAL OWNERSHIP
27 Beneficial Security Ownership of More Than 5%
of the Company’s Common Stock
28 Beneficial Security Ownership of Directors, Nominees
and Section 16 Executive Officers
COMMITTEE REPORTS
31 Report of the Audit Committee
32 Report of the Corporate Responsibility
and Governance Committee
33 Report of the Executive Compensation
and Development Committee
COMPENSATION DISCUSSION AND ANALYSIS
34 Introduction
35 Compensation Philosophy and Program
35 Determining Executive Total Direct Compensation
38 Elements of Total Direct Compensation
46 Executive Compensation Policies Relating to
Incentive Plans
47 Other Compensation Elements
48 Severance and Change-in-Control Arrangements
COMPENSATION OF NAMED EXECUTIVE
OFFICERS
49 Summary Compensation Table
53 Employment and Retention Arrangements
55 Grants of Plan-Based Awards in 2008 Table
58 Outstanding Equity Awards at 2008 Fiscal
Year-End Table
62 Option Exercises and Stock Vested Table
63 Pension Benefits for 2008
65 Supplemental Individual Retirement Arrangements
66 Non-Qualified Deferred Compensation for 2008
68 Termination and Change-in-Control Arrangements
68 Potential Payments upon Termination or
Change-in-Control
69 Individual Severance Arrangements
72 Regular Severance Payments Table
73 Severance Benefits Based on Termination
Due to Disability Table
74 Severance Benefits Based on Termination
DuetoDeathTable
75 Severance Benefits Based on Termination
with Good Reason Table
76 Change-in-Control Severance Payments
78 Change-in-Control Severance Payments Table
REPORTING COMPLIANCE
79 Section 16(a) Beneficial Ownership Reporting
Compliance
EXHIBITS
80 Exhibit I — Director Independence Standards
81 Exhibit Il — Director Qualification Standards
82 Exhibit Ill — Director Selection Process
83 Exhibit IV — Audit and Non-Audit Services
Pre-Approval Policy
ANNUAL MEETING INFORMATION
85 2009 Annual Meeting Directions and Parking
Information