Kodak 2010 Annual Report Download - page 136


10
As discussed in the Compensation Discussion and Analysis, we believe that our executive compensation program is designed to attract,
motivate and retain individuals with the skills required to implement the Company’s strategic plan and achieve annual and long-term
performance goals necessary to create shareholder value. Our compensation strategy is to provide opportunities to reward our executives
when they deliver defined performance results that are based on the business strategy of the Company. Through stock ownership
requirements and equity incentives, we also align the interests of our executives with those of our shareholders and the long-term interests
of the Company. We believe that the fiscal year 2010 compensation of our Named Executive Officers was appropriate and aligned with
Company performance results and our strategic plan.
Why is the proposal being submitted to the shareholders?
Recent legislation, known as the Dodd-Frank Wall Street Reform and Consumer Protection Act, or simply the Dodd-Frank Act, requires
that public companies give their shareholders the opportunity to vote say-on-pay proposals at the first annual meeting of shareholders held
after January 21, 2011. The Securities Exchange Commission, or SEC, has issued rules to implement the provisions of the Dodd-Frank
Act relating to shareholder voting on executive compensation (including say-on-pay and say-when-on-pay proposals), which describe the
means by which shareholders must be provided the opportunity to vote.
Is this vote binding on the Board of Directors?
In order to be approved on an advisory basis, this proposal must receive the affirmative vote of the majority of votes cast. Because your
vote is advisory, it will not be binding on the Board of Directors. However, our Board of Directors values the opinions that our shareholders
express in their votes and will take into account the outcome of the vote when considering future executive compensation arrangements as
it deems appropriate.
How does the Board of Directors recommend that I vote?
The Board of Directors recommends that you vote FOR the advisory resolution approving the compensation of Eastman Kodak
Company’s Named Executive Officers as described in the Compensation Discussion and Analysis, the Summary Compensation
Table and the other related tables and disclosure.
ITEM 4 — Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named
Executive Officers
What am I voting on?
Pursuant to Section 14A of the Securities Exchange Act, you are voting on the frequency with which the say-on-pay vote should be held.
Specifically, the Dodd-Frank Act enables our shareholders to indicate how frequently we should seek an advisory vote on the
compensation of our Named Executive Officers. By voting on this proposal, shareholders may indicate whether they would prefer an
advisory vote on Named Executive Officer compensation once every one, two or three years.
How do I indicate my preference?
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, or three years, or you may
abstain from voting.
Is this vote binding on the Board of Directors?
The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for
the advisory vote on executive compensation that has been selected by shareholders. However, because this vote is advisory and is not
binding on the Board of Directors, the Board may decide that it is in the best interests of our shareholders and the Company to hold an
advisory vote on executive compensation more or less frequently than the option approved by our shareholders.
How does the Board recommend that I vote?
After careful consideration of this proposal, our Board of Directors has determined that an advisory vote on executive compensation that
occurs every year is the most appropriate alternative for the Company.
In deciding upon this recommendation, our Board considered that an annual vote on executive compensation is an effective means by
which our shareholders may provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the
proxy statement every year. Additionally, an annual advisory vote on executive compensation is consistent with our program of seeking
input from and engaging in discussions with our shareholders on corporate governance matters and on our executive compensation
philosophy, policies and practices, in order to create long-term value for our shareholders.
The Board of Directors recommends that you vote for a one-year interval for the advisory vote on executive compensation.