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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): September 18, 2007
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
Item 5.02 (c)
On September 18, 2007, the Board of Directors (the "Board") of Eastman
Kodak Company (the "Company") elected Philip J. Faraci President and
named him Chief Operating Officer of the Company, effective immediately.
Mr. Faraci, 52, had been President, Consumer Digital Imaging Group (CDG)
and Senior Vice President, Eastman Kodak Company. He joined the Company
as Director, Inkjet Systems Program in December 2004. In February 2005,
he was elected a Senior Vice President of the Company. In June 2005, he
was also named Director, Corporate Strategy & Business Development.
Prior to joining the Company, Mr. Faraci served as Chief Operating
Officer of Phogenix Imaging and President and General Manager of Gemplus
Corporation's Telecom Business Unit. Prior to these roles, he spent 22
years at Hewlett Packard, where he served as Vice President and General
Manager of the Consumer Business Organization and Senior Vice President
and General Manager for the Inkjet Imaging Solutions Group.
In recognition of Mr. Faraci's promotion, the Executive Compensation and
Development Committee (the "Compensation Committee") of the Board
approved, at a meeting on September 21, 2007, the following changes to
Mr. Faraci's compensation, effective the date of his promotion: (1) an
annual base salary of $700,000; (2) an annual target award of $595,000
under the Executive Compensation for Excellence and Leadership Plan
("EXCEL"), the Company's short-term incentive compensation plan; and (3)
an annual target award, composed of 50% stock options and 50%
performance share units, of $1,900,000 under the Company's long-term
incentive compensation plans.
The Company issued a press release on September 24, 2007, which
announced this event. A copy of this press release is attached as
Exhibit (99.1) to this filing.
Item 5.02 (b)
On September 24, 2007, the Company announced that James T. Langley,
formerly President, Graphic Communications Group (GCG), will be leaving
the Company at the end of this year. As a result of Mr. Faraci's
promotion, the Company is eliminating the position of president for both
CDG and GCG.
Mr. Langley joined the Company as President, Commercial Printing in
August 2003. The Commercial Printing Group was renamed Graphic
Communications Group in May 2004. In September 2003 he was elected to
Senior Vice President of the Company.
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Mr. Langley was Vice President of Commercial Printing at Hewlett Packard
from March 2000 to August 2002. Prior to that assignment, he served at
Hewlett Packard for three years as Vice President of Inkjet Worldwide
Office Printers. From August 1993 to June 1997, Mr. Langley served as
the general manager of Hewlett Packard's Vancouver Printer Division.
In connection with Mr. Langley's departure, the Compensation Committee
approved, at a meeting on September 21, 2007, the payment of the
following severance benefits to Mr. Langley: (1) a cash severance
allowance of $810,000, an amount equal to Mr. Langley's annual total
target cash compensation; (2) "approved reason" and accelerated vesting
of the 5,020 restricted shares of the Company's stock granted to Mr.
Langley on February 27, 2007 as a performance award; so he will not
forfeit these shares due to his departure; (3) "approved reason" with
respect to any award Mr. Langley earns under the 2006-2007 performance
cycle of the Leadership Stock Program; to the extent Mr. Langley earns
an award, the award will be paid in the form of fully vested shares of
the Company's stock; (4) "approved reason" and accelerated vesting with
respect to any award Mr. Langley earns under the 2007 performance cycle
of the Leadership Stock Program; to the extent Mr. Langley earns an
award, the award will be paid in the form of fully vested shares of the
Company's stock; and (5) for purposes of his supplemental unfunded
retirement benefit, Mr. Langley will receive service credit for the
period beginning August 18, 2007 and ending on the date of his departure
and, therefore, will receive a pro-rated portion of the $100,000 that
would be credited to him if he remained employed through August 18,
2008.
The Company issued a press release on September 24, 2007, which
discussed this event. A copy of this press release is attached as
Exhibit (99.1) to this filing.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
(99.1) Press release issued by Eastman Kodak Company on September 24,
2007, announcing these events.
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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/ Robert L. Berman
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Robert L. Berman
Chief Human Resources Officer
and Senior Vice President
Date: September 24, 2007
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EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(99.1) Press release issued by Eastman Kodak Company on September 24,
2007, announcing these events.
Exhibit (99.1)
EASTMAN KODAK COMPANY
Media Contact:
David Lanzillo 585-781-5481 david.lanzillo@kodak.com
Kodak's Faraci Named President, Chief Operating Officer
James Langley, President of Graphic Communications Group, to Depart
ROCHESTER, N.Y., Sept. 24 - Eastman Kodak Company Chairman and Chief
Executive Officer Antonio M. Perez announced that the board of directors
has promoted Philip J. Faraci to the position of President and Chief
Operating Officer, effective immediately.
As President and COO, Faraci will be responsible for the day-to-day
management of Kodak's two major digital businesses: the Consumer Digital
Imaging Group (CDG) and the Graphic Communications Group (GCG). Faraci,
52, had been President of CDG and a Senior Vice President of the
company.
He assumes responsibility for GCG from James T. Langley, 57, who
remains a Senior Vice President until his departure at the end of the
year. Since the company is eliminating the position of president for
both CDG and GCG, Langley will leave Kodak once he completes the
transition of his responsibilities for GCG.
Kodak's major traditional business, the Film Products Group (FPG),
will continue to report to Perez under the leadership of Mary Jane
Hellyar, President, FPG, and a Senior Vice President of the company.
The changes are part of Kodak's larger effort to create an
organization geared for sustained, profitable growth in digital markets.
As Kodak nears the conclusion of its four-year restructuring effort,
these moves position the company for the next phase of its
transformation, during which it will build bigger digital businesses and
continue the effective management of its traditional business.
"This new structure will allow us to better capitalize on the
opportunities before us," Perez said. "With a single leader for the
digital businesses, we will be able to leverage our technology across
product lines more effectively, while keeping independent business
models and go-to-market strategies for both CDG and GCG. At the same
time, it's important that we continue to pursue strategies that extend
the strong cash generation of our FPG business. The new structure
provides the necessary differentiated focus between our digital and our
traditional businesses."
As Chairman and CEO, Perez continues to have the primary
responsibility for setting the company's strategy, managing broad issues
of corporate governance, and delivering the overall financial and
operating performance of the company. Faraci, who joined Kodak in
December 2004, will be responsible for the performance of the two
businesses reporting to him as well as the operating activities of those
units.
"Phil has made enormous contributions to the progress of Kodak's
digital transformation," Perez said. "He drove the recent introduction
of our revolutionary consumer inkjet printers, improved the earnings of
our digital capture business, and created a more profitable go-to-market
model for our consumer digital business. The leadership that Phil has
exhibited makes him well suited to take on additional responsibilities
and to build on Jim's success. I am confident that these businesses will
reach new heights under Phil's leadership."
Langley, who joined Kodak in August 2003, led the series of
acquisitions that resulted in what is now Kodak's Graphic Communications
Group, a $3.6 billion business that offers the broadest portfolio of
blended solutions in the industry.
"Kodak's promising future reflects in large part the great business
that Jim built for us," Perez said. "I cannot thank him enough for
coming out of retirement to help establish Kodak as a leading
participant in the graphic communications industry. Jim has completed
the work he came to do, and the result is that the position of GCG
president is no longer necessary in this new structure. I wish Jim all
the best upon his return to his private life, and I thank him for all of
his many contributions."
The new management structure also positions the Film Products Group to
continue making significant contributions to the success of Kodak well
into the future.
"FPG's performance has been exceptional, reflecting the strong
leadership of Mary Jane Hellyar and her team," Perez said. "Kodak
remains committed to the business and technology of film."
Following these changes, the reporting structure of the company will
be as follows:
- Finance, Legal, the Chief Technical Office, Human Resources, the
Global Diversity office, and the Chief Information Officer will report
to Perez;
- and Worldwide Information Systems, and all manufacturing and
logistics activity of CDG and GCG will report to Faraci.
"I am honored to be given the responsibility of helping to lead Kodak
through the next stage of its exciting future," Faraci said. "My work is
made easier by Jim Langley's exceptional contributions to GCG and Mary
Jane's continued excellence in managing our traditional business.
Through their efforts and those of many others, Kodak is now
participating in a number of digital markets that allow us to leverage
our expertise in image science and materials science, built up over the
decades by Kodak's great technologists. My mission is to make the most
of the digital opportunity, and I know we will succeed by leveraging the
assets of our consumer and commercial businesses."
Today's announcement represents one of the final steps in the
company's four-year long restructuring, which will conclude this year.
"We will enter 2008 with the company that I came here to run," Perez
said.
"We now have in place the right management, the right structure, the
right products and, most importantly, the right people for Kodak to
generate sustained profits in digital markets. Together, we look forward
to delivering on the promise of the Kodak brand for the benefit of our
shareholders and employees."
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