Kodak 2008 Annual Report Download - page 159

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Majority Voting
Based on the recommendation of the Governance Committee, the Board recently approved an amendment to the Company’s By-laws to
provide for majority voting in the election of directors in uncontested elections. A description of this by-law amendment appears on page 22
of this Proxy Statement. The Committee suggested this action in response to your vote at our 2008 annual meeting on the shareholder
proposal on majority voting requirements for director nominees.
The Board first addressed this topic in early 2007 when it adopted a majority voting policy for the election of directors. While the Board
would have preferred to implement majority voting by way of a by-law amendment, rather than a policy, New Jersey law at the time did not
permit this.
Other Key Actions
Some of the other key actions taken by the Governance Committee last year are described below.
Director Independence Standards
The Board, based on the advice of the Governance Committee, amended its Director Independence Standards to be consistent with the
recent changes by the NYSE to its independence standards. A copy of the amended Director Independence Standards is attached to this
Proxy Statement as Exhibit I.
Director Independence
The Governance Committee assessed each non-management director’s independence based upon the Board’s Director Independence
Standards and those of the NYSE, and made recommendations to the full Board regarding each non-management director’s
independence.
Board Annual Goals
Based on the Governance Committee’s assistance, the Board last year continued its practice of establishing annual Board goals. A more
detailed description of this process appears on page 21 of this Proxy Statement. The Governance Committee tracked the Board’s
performance against its goals and provided periodic reports to the Board on its progress.
Governance Committee Evaluation
The Governance Committee prepared and conducted an annual self-evaluation, discussed the results of this evaluation and developed an
action plan from these discussions to further enhance the Governance Committee’s performance.
Diversity Advisory Panel’s Recommendations
The Governance Committee met with the Company’s Chief Diversity Officer to assess the Company’s progress with regard to the
recommendations of the Diversity Advisory Panel, a seven-member, blue-ribbon panel launched in 2001 to provide advice on the
Company’s comprehensive diversity strategy and assess future diversity trends and the potential impact on Kodak.
Board Action Plan
The Governance Committee monitored the Board’s performance against the action plan arising from the Board’s 2007 annual evaluation
and provided periodic reports to the Board concerning its progress against the action plan.
Hector de J. Ruiz, Chair Dated: February 24, 2009
Timothy M. Donahue
Michael J. Hawley
Douglas R. Lebda
Laura D’Andrea Tyson
REPORT OF THE EXECUTIVE COMPENSATION AND DEVELOPMENT COMMITTEE
The Executive Compensation and Development Committee has reviewed and discussed the Compensation Discussion and Analysis that
is required by the SEC rules with the Company’s management.
Based on such review and discussions, the Compensation Committee recommended to the Company’s Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement.
Richard S. Braddock, Chair Dated: February 24, 2009
Michael J. Hawley
Douglas R. Lebda
Delano E. Lewis
William G. Parrett