Washington, D.C. 20549


Form 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  June 11, 2018


(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


343 State Street

Rochester, NY 14650
(Address of principal executive offices with zip code)


(585) 724-4000
(Registrant’s telephone number, including area code)


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 Exchange 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company. 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Section 5 — Corporate Governance and Management


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.


Effective June 11, 2018 (the “Effective Date”), Eric-Yves Mahe, age 56, Senior Vice President, Eastman Kodak Company (the “Company”) and President, Software and Solutions Division (“SSD”), has been appointed President, Consumer and Film Division.  Mr. Mahe will also continue in his role as President of SSD.  

In light of Mr. Mahe’s increased responsibilities as a result of his new appointment, Mr. Mahe, who is based in Singapore, will receive the following changes to his compensation on the Effective Date:  (i) an increase in his base salary from SGD 600,000 (which corresponds to USD $444,600 based on the last 12-month average exchange rate for SGD to USD of 0.741) to SGD 660,000 (which corresponds to USD $489,060 based on the last 12-month average exchange rate for SGD to USD of 0.741); (ii) an increase in his target percentage opportunity under the Executive Compensation for Excellence and Leadership bonus plan from 50% to 60%; (iii) a one-time special equity award under the 2013 Omnibus Incentive Plan, as amended, granted on the Effective Date, with a grant value of USD $200,000, with 50% in Restricted Stock Units (“RSUs”) and 50% in Non-Qualified Stock Options (“Options,” with the number of shares to be determined by dividing such grant value by the Black-Scholes value of the Company’s common stock on the Effective Date and rounding down to the nearest whole share), with an exercise price per share equal to the closing price of the Company’s common stock on the Effective Date, with each of the RSUs and Options to have three-year vesting with respect to one-third of the shares on each of June 11, 2019, June 11, 2020 and June 11, 2021, pursuant to the Company’s 2013 Omnibus Incentive Plan Form of Restricted Stock Unit and Nonqualified Stock Option Award Agreement (with Modified Accelerated Vesting); and (iv) participation in the 2018 Supplemental Bonus Plan, with the management business objectives as recommended by the Company’s Chief Executive Officer.  

Since January 1, 2015, Mr. Mahe has been President of SSD, which serves existing and future workflow software customers with software to manage digital and conventional print content from creation to output, as well as serving enterprise customers primarily in the government and financial services sectors with managed media services to assist with printing requirements and document management services, including the capture, archiving, retrieval and delivery of documents.  In addition, during this time, Mr. Mahe has founded, launched and developed KODAKIT, the Company’s global, on-demand professional photography service for the travel, food, product and real estate markets.  Mr. Mahe joined the Company in April 2014 and served as Senior Vice President Kodak Technology Solutions, Sales Strategy and Sales Operations.  In that capacity, Mr. Mahe was responsible for formulating a strategy to drive and measure sales of the Company’s unique and innovative portfolio of hardware, consumables, software and services.  Mr. Mahe also advised the Company’s senior management team on software, OEM partnerships and the sale of complex solutions.  The Board of Directors elected him a senior vice president in April 2014.  Prior to joining the Company, Mr. Mahe was based in Singapore with Pitney Bowes Inc., most recently as President, Global Growth Markets, with responsibility for the company’s operations in Latin America, Asia Pacific, Middle East, Africa and emerging markets, from July 2010 until March 2014.  He also previously held leadership positions with CA Technologies, Sun Microsystems, Siemens Nixdorf and Xerox.


Section 9 — Financial Statements and Exhibits


Item 9.01Financial Statements and Exhibits




The following exhibit relating to Item 5.02 of this Form 8-K is furnished herewith:


Exhibit No.Exhibit


99.1Press release issued by Eastman Kodak Company dated June 11, 2018.








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.







By:   /s/ Sharon E. Underberg

Name: Sharon E. Underberg

Title:   Senior Vice President, General Counsel & Secretary



Date:  June 11, 2018







Exhibit (99.1)



Media Contact:

Nicholas Rangel, Kodak, +1 585-615-0549, Nicholas.Rangel@kodak.com

For Immediate Release

Kodak Announces Eric-Yves Mahe as New President of Consumer and Film Division


Rochester, NY, June 11, 2018 – Today Eastman Kodak Company (NYSE: KODK) announced Eric-Yves Mahe will assume the role of president of the Consumer and Film Division (CFD), effective immediately. Eric will also continue in his role as president of the Software and Solutions Division.


Eric has been with Kodak since 2014. In addition to managing Kodak’s software business, Eric has founded, launched and developed KODAKIT, Kodak’s global, on-demand professional photography service for the travel, food, product and real estate markets. Today KODAKIT operates in 90 countries, 1,500 cities with a network of over 5,000 photographers.


“Eric’s 25 years of leadership experience with global technology companies and startups is a strong addition to this important part of our company,” said Jeff Clarke, CEO, Kodak. “His unique position at the helm of two divisions will allow him to look for synergies between KODAKIT and both current and future products in our portfolio.”


Commenting on his new role, Mahe said: “Kodak’s CFD division has great potential for growth, and I’m eager to continue our work to drive important priorities to further expand our brand licensing and film businesses.”


Prior to joining Kodak, Mahe was with Pitney Bowes Inc. as President of Global Growth Markets. He has also held leadership positions at CA Technologies, Sun Microsystems, Siemens and Xerox.





CONFIDENTIAL Do Not Distribute









About Kodak

Kodak is a technology company focused on imaging. We provide – directly and through partnerships with other innovative companies – hardware, software, consumables and services to customers in graphic arts, commercial print, publishing, packaging, entertainment and commercial films, and consumer products markets. With our world-class R&D capabilities, innovative solutions portfolio and highly trusted brand, Kodak is helping customers around the globe to sustainably grow their own businesses and enjoy their lives. For additional information on Kodak, visit us at kodak.com, follow us on Twitter @KodakPrint, or like us on Facebook at Kodak.


Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995, including statements regarding potential growth opportunities and/or synergies for Kodak’s businesses and products.  All forward-looking statements are based upon Kodak’s expectations and various assumptions.


Future events or results may differ from those anticipated or expressed in the forward-looking statements. Important factors that could cause actual events or results to differ materially from the forward-looking statements include, among others, the risks and uncertainties described in more detail in filings Kodak makes with the U.S. Securities and Exchange Commission from time to time.

There may be other factors that may cause Kodak’s actual results to differ materially from the forward-looking statements. All forward-looking statements attributable to Kodak or persons acting on its behalf apply only as of the date of this press release and are expressly qualified in their entirety by the cautionary statements included or referenced in this press release. Kodak undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.