Kodak 2010 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
As set forth in the Company’s By-laws, the Board has adopted 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 2011 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.
Item 3 — Advisory Vote on the Compensation of our
Named Executive Officers
To be approved on an advisory basis, this proposal must receive the affirmative
vote of a majority of the votes cast at the Annual Meeting.
Item 4 — Advisory Vote on the Frequency of the
Advisory Vote on the Compensation of our
Named Executive Officers
To be approved on an advisory basis, the frequency (1 year, 2 years or 3 years)
will be that which receives the most votes cast at the Annual Meeting.
See pages 9 – 10 for Questions and Answers regarding the advisory votes on executive compensation and the shareholder
voting on executive compensation.
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 14, 2011, 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 as well as proof of identity in the
form of a government issued ID.
• To enter the Annual Meeting, bring the Admission Ticket attached to your proxy card or printed from the internet as well as
proof of identity in the form of a government issued ID.
• If you do not have an Admission Ticket, go to the registration area 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.