UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.)
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(Address of principal executive offices with zip code) |
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(Registrant’s telephone number, including area code) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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$0.01 per share |
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Eastman Kodak Company (the “Company”) was held virtually on May 17, 2023 at 1:00 p.m. ET. The Company filed its definitive Proxy Statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 5, 2023. As of March 23, 2023, the record date for the Annual Meeting, there were 79,340,439 shares of common stock and 1,096,797 shares of 5% Series C convertible preferred stock (“Series C Preferred Stock”) issued and outstanding. Holders of shares of common stock and Series C Preferred Stock vote together as a single class, with holders of common stock having one vote per share and holders of Series C Preferred Stock having 10 votes per share (representing the number of shares of common stock into which each share of Series C Preferred Stock was convertible as of the record date). Accordingly, a total of 90,308,409 votes were entitled to be cast at the Annual Meeting. Holders of shares representing an aggregate of 67,620,492 votes were present or represented at the Annual Meeting, constituting a quorum for the transaction of business.
The results of the votes on matters submitted to security holders at the Annual Meeting were as follows:
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1.
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Shareholders elected each of the Company’s nominees for director to serve a term of one year to expire at the 2024 Annual Meeting of shareholders or until their respective successors are duly elected and qualified, as set forth below:
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Name
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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James V. Continenza
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44,253,140
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668,454
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94,842
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22,604,056
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B. Thomas Golisano
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40,270,943
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4,654,406
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91,087
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22,604,056
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Philippe D. Katz
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36,704,271
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8,208,726
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103,439
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22,604,056
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Kathleen B. Lynch
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44,475,399
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437,213
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103,824
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22,604,056
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Jason New
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40,566,307
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4,342,534
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107,595
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22,604,056
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Darren L. Richman
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44,502,866
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406,700
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106,870
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22,604,056
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Michael E. Sileck, Jr.
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44,490,045
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424,623
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101,768
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22,604,056
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2.
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Shareholders approved, through an advisory vote, the compensation of the Company’s Named Executive Officers (as set forth in the definitive Proxy Statement), as set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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43,546,495
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1,343,692
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126,249
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22,604,056
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3.
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Shareholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm to serve a one-year term, as set forth below:
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Votes For
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Votes Against
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Abstentions
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67,119,678
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358,246
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142,568
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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/ Roger W. Byrd
Name: Roger W. Byrd
Title: General Counsel, Secretary and Senior Vice President
Date: May 22, 2023