Kodak 2009 Annual Report Download - page 185

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Majority Voting
As also disclosed in our 2009 Proxy Statement, in early 2009, the Governance Committee amended the Company’s By-laws to provide for
majority voting in the election of directors in uncontested elections. The Governance Committee also amended its charter to reflect the
majority vote policy.
Director Independence Standards
As also disclosed in our 2009 Proxy Statement, in early 2009, the Governance Committee amended the Company’s Director
Independence Standards to be consistent with modifications to the NYSE independence standards. The Director Independence Standards
are attached to this Proxy Statement as Exhibit III.
Corporate Governance Guidelines
The Governance Committee reviewed the Board’s Corporate Governance Guidelines and compared them to the requirements of the
NYSE as well as best practices and current practices of the Company. The Governance Committee determined that the Guidelines were in
line with the requirements of the NYSE. However, the Governance Committee proposed amendments to the Governance Guidelines to
reflect actual practices of the Company concerning the CEO evaluation process and the process to be followed when our directors have an
opportunity to serve on other public boards. Based on the recommendation of the Governance Committee, the Board adopted the
amended Governance Guidelines. A copy of the amended Governance Guidelines is published on our website at
www.kodak.com/go/directors.
Director Independence
The Governance Committee assessed each non-management director’s independence based upon the Board’s Director Independence
Standards and those of the SEC and the NYSE and made recommendations to the full Board regarding each non-management director’s
independence.
Annual Board Goals and Action Plan
With the Governance Committee’s assistance, the Board continued its practice of establishing annual Board goals and an action plan to
meet those goals. A more detailed description of this process appears on pages 30 – 31 of this Proxy Statement. The Governance
Committee tracked the Board’s performance against its goals and action plan and provided periodic reports to the Board on its progress.
Governance Committee Evaluation
The Governance Committee prepared and conducted an annual self-evaluation and discussed the results of this evaluation.
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 diversity
initiatives across the Company, including continued discussion on 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.
Laura D’Andrea Tyson, Chair Dated: February 22, 2010
Herald Y. Chen
Timothy M. Donahue
Michael J. Hawley
William H. Hernandez
Douglas R. Lebda
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 approved the Compensation Discussion and Analysis for inclusion
in this Proxy Statement.
Richard S. Braddock, Chair Dated: March 15, 2010
Herald Y. Chen
Michael J. Hawley
Douglas R. Lebda
Delano E. Lewis
William G. Parrett
Joel Seligman