Kodak 2008 Annual Report Download - page 131

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Q. What vote is required to approve each proposal?
A. The following table describes the voting requirements for each proposal:
Item 1 — Election of directors In February 2009, the Board amended the Company’s By-laws to adopt a majority
voting standard for uncontested director elections. Because the number of
nominees properly nominated for the Annual Meeting is the same as the number
of directors to be elected at the Annual Meeting, the 2009 election of directors is
an uncontested election.
To be elected in an uncontested election, a director nominee must be elected by a
majority of the votes cast with respect to that director nominee. A majority of the
votes cast means that the number of votes cast FOR a nominee’s election must
exceed the number of votes cast AGAINST the nominee’s election. Each nominee
receiving more votes FOR his or her election than votes AGAINST his or her
election will be elected.
Item 2 — Ratification of the Audit Committee’s
selection of PricewaterhouseCoopers LLP
as our independent registered public
accounting firm
To be approved, this proposal must receive the affirmative vote of a majority of
the votes cast at the Annual Meeting.
Q. Is my vote confidential?
A. Yes. Only the inspectors of election and certain individuals who help with processing and counting the votes have access to your
vote. Directors and employees of the Company may see your vote only if the Company needs to defend itself against a claim or
if there is a proxy solicitation by someone other than the Company. Therefore, please do not write any comments on your proxy
card.
Q. Who will count the vote?
A. Computershare Trust Company, N.A. will count the vote. Its representative will serve as the inspector of election.
Q. Who can attend the Annual Meeting?
A. If the records of the Company show that you held your shares as of the close of business on March 16, 2009, the record date for
the Annual Meeting, you can attend the Annual Meeting. Seating, however, is limited. Attendance at the Annual Meeting will be
on a first-come, first-served basis, upon arrival at the Annual Meeting. Photographs may be taken and videotaping may be
conducted at the Annual Meeting by the Company. We may use these images in publications. If you attend the Annual Meeting,
we assume we have your permission to use your image.
Q. What do I need to do to attend the Annual Meeting?
A. To attend the Annual Meeting, please follow these instructions:
• If you vote by internet or telephone, follow the instructions provided for attendance.
• If you vote by using a proxy card, check the appropriate box on the card.
• If you are a beneficial owner, bring proof of your ownership with you to the Annual Meeting.
• To enter the Annual Meeting, bring the Admission Ticket attached to your proxy card or printed from the internet.
• If you do not have an Admission Ticket, go to the Registration desk upon arrival at the Annual Meeting.
Seating at the Annual Meeting will be on a first-come, first-served basis, upon arrival at the Annual Meeting.
Q. CanIbringaguest?
A. Yes. If you plan to bring a guest to the Annual Meeting, follow the instructions on the internet or telephone or check the
appropriate box on your proxy card. When you go through the registration area at the Annual Meeting, your guest must register
with you.
Q. What is the quorum requirement of the Annual Meeting?
A. A majority of the outstanding shares on May 13, 2009 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 16, 2009, there were 268,194,675 shares outstanding.