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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): February 15, 2005
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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
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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))
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ITEM 1.01 Entry into a Material Definitive Agreement
On February 15, 2005, the Executive Compensation and Development
Committee (the "Committee") of Eastman Kodak Company (the "Company")
approved an Administrative Guide for the 2005 Performance Period under
the Executive Compensation for Excellence and Leadership Plan (the
"EXCEL Administrative Guide"). The EXCEL Administrative Guide sets
forth the specific performance goals and business criteria for the 2005
performance period of the Company's Executive Compensation for
Excellence and Leadership Plan, which is the Company's short-term
variable pay plan. The measures set by the Committee for the 2005
performance period are digital revenue growth and investable cash flow.
On February 15, 2005, the Committee approved an Administrative Guide for
the 2005-2006 Performance Cycle of the Leadership Stock Program under
Article 7 (Performance Awards) of the 2005 Omnibus Long-Term
Compensation Plan (the "Leadership Stock Administrative Guide"). The
Leadership Stock Administrative Guide sets forth the specific
performance goals and business criteria for the 2005-2006 performance
cycle of the Leadership Stock Program, established under the 2005
Omnibus Long-Term Compensation Plan, which was approved by the Company's
Board of Directors on February 15, 2005, and will be submitted to the
Company's shareholders for approval at the Company's 2005 Annual
Meeting. The measure set by the Committee for the 2005-2006 performance
cycle is operational earnings per share for the two calendar years of
the performance cycle.
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SIGNATURE
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/ Richard G. Brown, Jr.
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Richard G. Brown, Jr.
Controller
Date: February 22, 2005