Kodak 2010 Annual Report Download - page 132

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Q. Can I bring a guest?
A. Yes. If you plan to bring a guest to the Annual Meeting, follow the instructions on the internet or telephone or check the
appropriate box on your proxy card. When you go through the registration area at the Annual Meeting, your guest must register
with you and must present proof of identity in the form of a government issued ID.
Q. What is the quorum requirement of the Annual Meeting?
A. A majority of the outstanding shares on March 14, 2011 constitutes a quorum for voting at the Annual Meeting. If you vote, your
shares will be part of the quorum. Abstentions and broker non-votes, other than where stated, will be counted in determining the
quorum, but neither will be counted as votes cast. On March 14, 2011, there were 269,038,172 shares outstanding.
Q. Where can I find the voting results of the Annual Meeting?
A. We intend to announce preliminary voting results at the Annual Meeting and disclose final results in a Form 8-K to be filed with
the SEC within four business days of the Annual Meeting. If final results are not available at such time, the Form 8-K will disclose
preliminary results, to be followed with an amended Form 8-K when final results are available. We also will publish final results
on our corporate governance website at www.kodak.com/go/governance.
Q. Can I nominate someone to the Board?
A. Our By-laws provide that any shareholder may nominate a person for election to the Board so long as the shareholder follows
the procedure outlined in the By-laws as summarized below. In addition, the shareholder must deliver a proxy statement and
form of proxy to holders of a sufficient number of shares of Kodak common stock to elect the nominee. This is the procedure to
be followed for direct nominations, as opposed to recommendations of nominees for consideration by our Corporate
Responsibility and Governance Committee.
The complete description of the procedure for shareholder nomination of director candidates is contained in our By-laws. A copy
of the full text of the by-law provision containing this procedure may be obtained by writing to our Secretary at our principal
executive offices. Our By-laws can also be accessed at www.kodak.com/go/governance. For purposes of summarizing this
procedure, we have assumed: 1) the date of the upcoming Annual Meeting is within 30 days of the anniversary of the annual
meeting for the previous year and 2) if the size of the Board is to be increased, that both the name of the director nominee and
the size of the increased Board are publicly disclosed at least 120 days prior to the first anniversary of the previous year’s annual
meeting. Based on these assumptions, a shareholder desiring to nominate one or more candidates for election at the next
annual meeting must deliver written notice of such nomination to our Secretary, at our principal office, not less than 90 days nor
more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Accordingly, for our 2012 annual
meeting, notice of nomination must be delivered to our Secretary no earlier than January 12, 2012 and no later than February 11,
2012.
The written notice to our Secretary must contain the following information with respect to each nominee: 1) the proposing
shareholder’s name and address; 2) the number of shares of the Company owned of record and beneficially by the proposing
shareholder; 3) the name of the person to be nominated; 4) the number of shares of the Company owned of record and
beneficially by the nominee; 5) a description of all relationships, arrangements and understandings between the shareholder and
the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made
by the shareholder; 6) such other information regarding the nominee as would have been required to be included in the Proxy
Statement filed pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, by the
Board, such as the nominee’s name, age and business experience; and 7) the nominee’s signed consent to serve as a director if
so elected.
Persons who are nominated in accordance with this procedure will be eligible for election as directors at the 2012 annual
meeting of the Company’s shareholders.
Q. What is the deadline to propose actions for consideration at the 2012 annual meeting?
A. For a shareholder proposal to be considered for inclusion in Kodak’s proxy statement for the 2012 annual meeting, the Secretary
must receive the written proposal at our executive office no later than December 2, 2011. Proposals received after this date will
be considered untimely. Proposals must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder
proposals in company-sponsored proxy materials. Proposals should be addressed to:
Secretary
Eastman Kodak Company
343 State Street
Rochester, NY 14650-0218