Kodak 2009 Annual Report Download - page 153

9
PROPOSALS
COMPANY 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
14. Mr. Perez is the only director who is an employee of the Company.
There are 14 directors standing for re-election (Richard S. Braddock, Herald Y. Chen, Adam H. Clammer, Timothy M. Donahue, Michael J.
Hawley, William H. Hernandez, Douglas R. Lebda, Debra L. Lee, Delano E. Lewis, William G. Parrett, Antonio M. Perez, Joel Seligman,
Dennis F. Strigl and Laura D’Andrea Tyson). All the nominees agree to serve a one-year term. Information about the director nominees is
provided on pages 20 – 25 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.
Each director nominee who receives more “FOR” votes than “AGAINST” votes representing shares of the Company’s common stock
presented in person or represented by proxy and entitled to be voted at the Annual Meeting will be elected.
If a director nominee receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, the Board will
decide, in accordance with the Company’s Majority Vote Policy described on page 31 of this Proxy Statement, whether to accept the
irrevocable letter of resignation the nominee submitted as a condition of being nominated to the Board as required by the Majority Vote
Policy.
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 a one-year term beginning on the
date of the 2010 Annual Meeting.
A representative of PricewaterhouseCoopers LLP is expected to attend the Annual Meeting to respond to questions and, if he or she
desires, make a statement.
As a matter of good corporate governance, the Audit Committee has determined to submit its selection of the independent registered
public accounting firm to our shareholders for ratification. In the event that this selection of PricewaterhouseCoopers LLP is not ratified, the
Audit Committee will review its future selection of an independent registered public accounting firm.
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.
ITEM 3 — Approval of Amendment to, and Re-Approval of the Material Terms of, the 2005 Omnibus
Long-Term Compensation Plan
Introduction
You are being asked to approve an amendment to the 2005 Omnibus Long-Term Compensation Plan (the 2005 Omnibus Plan or the Plan)
to modify the list of criteria that are used to measure performance under the Plan. We are also asking you to re-approve the other material
terms of the Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (Section 162(m)). The Board of
Directors, through the Executive Compensation and Development Committee (Compensation Committee), approved the amendment to the
Plan, along with other changes that are not material and more ministerial in nature, on March 15, 2010. Re-approval of the Plan by
shareholders, along with approval by shareholders of the changes to the performance criteria, will enable the Company to continue to
structure certain awards under the 2005 Omnibus Plan to certain executive officers in a manner intended to preserve the Company’s
federal income tax deduction for such awards. Section 162(m) requires approval by shareholders of the performance criteria and other
material terms of the Plan every five years. The last time the Plan was submitted to shareholders for approval was at the 2005 annual
meeting.