UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): June 24, 2009
Eastman
Kodak Company
(Exact
name of registrant as specified in its charter)
|
New
Jersey
|
1-87
|
16-0417150
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
343
State Street,
Rochester,
New York 14650
(Address
of Principal Executive Office) (Zip Code)
Registrant's
telephone number, including area code: (585)
724-4000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[ ] Soliciting
material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
|
|
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item 5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On June
24, 2009, the Board of Directors of Eastman Kodak Company, upon the
recommendation of its Corporate Responsibility and Governance Committee, elected
Joel Seligman to the Company’s Board of Directors.
Mr.
Seligman, 59, is the President of the University of Rochester, based in
Rochester, New York. Mr. Seligman will serve on the Audit Committee
and the Executive Compensation Committee of the Board of
Directors. As a non-employee director, Mr. Seligman will participate
in the Company’s Director Compensation Program.
From time
to time, the Company has made contributions to the University of Rochester, the
most recent of which was a commitment of $10 million pursuant to an agreement
executed in April 2008, to be used for renovation of the Eastman Theater located
in Rochester, New York. The Company’s commitment to the Eastman
Theater donation was made prior to the Board’s consideration of Mr. Seligman as
a potential director.
With the
addition of Mr. Seligman, the Company increased its number of directors to
twelve.
The
Company issued a press release on June 29, 2009, announcing Mr. Seligman’s
election, which is attached to this filing as Exhibit (99.1) and incorporated by
reference.
|
Item
9.01 Financial Statements and
Exhibits.
|
|
(d)
Exhibits
|
(99.1) Press
release issued by Eastman Kodak Company on June 29, 2009 relating to the
election of Joel Seligman.
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Patrick M.
Sheller
Patrick M.
Sheller
Secretary
Date: June
29, 2009
EASTMAN
KODAK COMPANY
INDEX
TO EXHIBITS
Exhibit
No.
(99.1) Press
release issued by Eastman Kodak Company on June 29, 2009 relating to the
election of Joel Seligman.
3
Exhibit
(99.1)
EASTMAN
KODAK COMPANY
Media
Contact:
Gerard
Meuchner, Kodak, +1 585-724-4513, gerard.meuchner@kodak.com
Kodak
Board Elects Joel Seligman to Board of Directors
University of Rochester
President Is Leading Authority on Securities Law
ROCHESTER,
N.Y., June 29 – Eastman Kodak Company said today that Joel Seligman, the
President of the University of Rochester, was named to the company's board of
directors, effective July 1, 2009.
Mr.
Seligman, 59, became the 10th
president of the University of Rochester in December 2004, after serving as the
Ethan A. H. Shepley University Professor and Dean of the School of Law at
Washington University in St. Louis. Mr. Seligman is one of the nation’s leading
experts on securities law and is the co-author, with the late Louis Loss and
with Troy Paredes, of an 11-volume series titled Securities Regulation, the
leading treatise in the field. He is also the author of The Transformation of Wall Street: A
History of the Securities and Exchange Commission and Modern Corporate
Finance.
“As an
international expert on securities law and corporate finance, Joel brings to
Kodak an exceptional understanding of complex financial issues at a time of
great change in global markets,” said Antonio M. Perez, Kodak’s Chairman and
Chief Executive Officer. “The election of Joel Seligman also deepens the mutual
connection of the University and Kodak to the community of
Rochester. I am delighted to welcome Joel to our board.”
A 1971
graduate of the University of California at Los Angeles and a cum laude graduate of Harvard
University School of Law in 1974, Seligman served on the law faculty of
Northeastern University (1977-83), George Washington University (1983-86), and
the University of Michigan (1986-95). He was named Dean of the University of
Arizona College of Law in 1995.
He also
has served as reporter for the National Conference of Commissioners on Uniform
State Laws, Revision of Uniform Securities Act; as chair of the Securities and
Exchange Commission Advisory Committee on Market Information; and as a member of
the American
Institute
of Certified Public Accountants Professional Ethics Executive Committee. He was
a member of the board of the National Association of Securities Dealers and is
currently a member of the board of the Financial Industry Regulatory
Authority.
He is the
author or co-author of 20 books and over 40 articles on legal issues related to
securities and corporations. He is the co-author (with John C. Coffee, Jr. of
the Columbia University law school faculty and Hilary Sale of the University of
Iowa law school faculty) of the leading casebook Securities Regulation: Cases and
Materials and author of the casebook Corporations: Cases and
Materials.
With the
previously announced retirement of Hector de J. Ruiz from Kodak’s board,
Seligman’s election brings the Kodak board membership to 12, only one of whom,
Antonio Perez, is an employee of the company.
#
About
Kodak
As the
world's foremost imaging innovator, Kodak helps consumers, businesses, and
creative professionals unleash the power of pictures and printing to enrich
their lives.
To learn
more, visit http://www.kodak.com
and follow our blogs and more at http://www.kodak.com/go/followus.
More than
75 million people worldwide manage, share and create photo gifts online at KODAK
Gallery --join for free today at www.kodakgallery.com.
2009
2