Kodak 2010 Annual Report Download - page 126

TABLE OF CONTENTS
PROXY STATEMENT
1 Notice of the 2011 Annual Meeting of Shareholders
QUESTIONS & ANSWERS
2 Questions & Answers
8 Householding of Disclosure Documents
8 Audio Webcast of Annual Meeting
8 Printed Copy of 2010 Annual Report on Form 10-K
PROPOSALS
9 Company Proposals
9 Item 1 — Election of Directors
9 Item 2 — Ratification of the Audit Committee’s
Selection of PricewaterhouseCoopers LLP as our
Independent Registered Public Accounting Firm
9 Item 3 — Advisory Vote on the Compensation of our
Named Executive Officers
10 Item 4 — Advisory Vote on the Frequency of the
Advisory Vote on the Compensation of our Named
Executive Officers
BOARD STRUCTURE AND
CORPORATE GOVERNANCE
11 Introduction
11 Corporate Governance Guidelines
11 Business Conduct Guide and Directors’
Code of Conduct
11 Board Independence
11 Audit Committee Financial Qualifications
and Memberships
11 Review, Approval or Ratification of Transactions
with Related Persons
13 Board of Directors
19 Committees of the Board
22 2010 Committee Membership
22 Compensation Committee Interlocks and
Insider Participation
22 Governance Practices
25 Director Compensation
BENEFICIAL OWNERSHIP
30 Beneficial Security Ownership of More Than 5%
of the Company’s Common Stock
31 Beneficial Security Ownership of Directors, Nominees
and Section 16 Executive Officers
COMMITTEE REPORTS
33 Report of the Audit Committee
34 Report of the Corporate Responsibility
and Governance Committee
35 Report of the Executive Compensation
and Development Committee
COMPENSATION DISCUSSION AND ANALYSIS
36 Executive Summary
38 Compensation Philosophy and Program
39 Determining Executive Target Total Direct
Compensation
40 Elements of Total Direct Compensation
45 Risk Mitigating Policies
46 Other Policies
47 Other Compensation Elements
48 Severance and Change in Control Arrangements
COMPENSATION OF NAMED EXECUTIVE
OFFICERS
49 Summary Compensation Table
52 Employment and Retention Arrangements
53 Grants of Plan-Based Awards in 2010
56 Outstanding Equity Awards at 2010 Fiscal
Year-End
58 Option Exercises and Stock Vested
59 Pension Benefits for 2010
61 Individual Supplemental Retirement Arrangements
61 Non-Qualified Deferred Compensation for 2010
63 Termination and Change in Control Arrangements
REPORTING COMPLIANCE
71 Section 16(a) Beneficial Ownership
Reporting Compliance
EXHIBITS
72 Exhibit I — Director Independence Standards
73 Exhibit II — Director Qualification Standards
74 Exhibit III — Director Selection Process
75 Exhibit IV — Audit and Non-Audit Services
Pre-Approval Policy
ANNUAL MEETING INFORMATION
77 2011 Annual Meeting Directions
and Parking Information