Kodak 2010 Annual Report Download - page 135


9
PROPOSALS
COMPANY PROPOSALS
ITEM 1 — Election of Directors
Kodak’s By-laws require us to have at least nine but no more than 18 directors. The number of directors is set by the Board and is currently
15. The Board intends to reduce the size of the Board to 14 directors, effective May 11, 2011. 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, Kyle P. Legg, 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 13 – 18 of this Proxy Statement. Debra L. Lee will not be standing for re-election. Pursuant to our Corporate
Governance Guidelines, the Board has waived the director retirement age of 72 with regard to Mr. Lewis.
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 24 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 2011 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 — Advisory Vote on the Compensation of our Named Executive Officers
What am I voting on?
Our Named Executive Officers are identified in the Compensation Discussion and Analysis on page 38 of this Proxy Statement. Pursuant
to Section 14A of the Securities Exchange Act, you are voting on a proposal, commonly known as the “say-on-pay” proposal, which gives
our shareholders the opportunity to endorse or not endorse our Named Executive Officer pay programs and policies through the following
resolution:
RESOLVED, that the shareholders approve the compensation of Eastman Kodak Company’s Named Executive Officers, as disclosed
pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the
2011 Annual Meeting of Shareholders (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation
Table and the other related tables and disclosure).
What factors should I consider in voting on this proposal?
We urge you to consider the various factors regarding compensation matters as discussed in the Compensation Discussion and Analysis,
beginning on page 36 of this Proxy Statement.