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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): November 14, 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
Arrangements of Certain Officers.
On November 14, 2007, the Board of Directors of Eastman Kodak Company
(the "Company"), upon the recommendation of its Corporate Responsibility
and Governance Committee, elected Douglas R. Lebda and William G. Parrett
to the Company's Board of Directors. The Board of Directors determined
that Messrs. Lebda and Parrett are independent under the New York Stock
Exchange Listing Standards and the standards set forth under the Board's
Corporate Governance Guidelines.
With the addition of these two new independent directors, the size of the
Board of Directors increased to eleven directors. Messrs. Lebda and
Parrett will stand for re-election by a vote of the Company's
shareholders at the Company's 2008 annual meeting of shareholders. Mr.
Lebda will serve on the Executive Compensation and Development Committee
and the Corporate Responsibility and Governance Committee. Mr. Parrett
will serve on the Audit Committee and the Finance Committee. There was
no arrangement or understanding between either of Mr. Lebda or Mr.
Parrett and any other persons pursuant to which either Mr. Lebda or Mr.
Parrett was elected as a director of the Company.
Mr. Lebda, 37, serves as President and COO of IAC/InterActiveCorp, and
Mr. Parrett, 62, is the former Chief Executive Officer of Deloitte Touche
Tohmatsu. There are no related person transactions between the Company
and Mr. Lebda, except that a wholly owned subsidiary of
IAC/InterActiveCorp has paid approximately $10 million year to date to a
reseller of Kodak products for Kodak products. There are also no related
party transactions between the Company and Mr. Parrett, except that the
Company has paid Deloitte Touche Tohmatsu approximately $7.1 million year
to date for tax, actuarial, consulting and other non-audit advisory
services.
For their services in 2007, Messrs. Lebda and Parrett will receive a pro-
rated retainer of $20,000 under the terms of the Board's compensation
program. One-half of this amount will be paid in the form of shares of
the Company's common stock. As described further below, effective
December 11, 2007, Messrs. Lebda and Parrett, along with all of the other
non-employee directors, will annually receive $70,000 in the form of
restricted shares of the Company's common stock that will vest on the
first anniversary of the date granted, and $70,000 in stock options that
will vest on the first anniversary of the date granted. Beginning
January 1, 2008, Messrs. Lebda and Parrett, along with the other non-
employee directors, will also annually receive $70,000 in the form of a
cash retainer.
A copy of the Company's press release dated November 16, 2007, announcing
the election of Messrs. Lebda and Parrett to the Board of Directors, is
attached as Exhibit (99.1) to this Form 8-K and is incorporated by
reference.
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ITEM 8.01 Other Events.
On November 14, 2007, the Board of Directors of Eastman Kodak Company
(the "Company"), upon the recommendation of the Corporate Responsibility
and Governance Committee, approved revisions to the Board's compensation
program. As a result of these revisions, non-employee directors will
annually receive: $70,000 in the form of a cash retainer which the
director may elect to receive in Company stock in lieu of cash, $70,000
in the form of restricted shares of the Company's common stock that will
vest on the first anniversary of the date granted, and $70,000 in stock
options that will vest on the first anniversary of the date granted.
Each non-employee director is permitted to defer the receipt of the cash
and restricted stock components of their annual retainer pursuant to the
Company's Director Deferred Compensation Plan.
The Audit Committee Chair will now receive a chair retainer of $20,000
per year, in addition to the annual retainer as a non-employee director.
The Chairs of the Board's other three committees will continue to receive
a chair retainer of $10,000 per year for their services, in addition to
their annual retainer as a non-employee director.
The Presiding Director will continue to receive a retainer of $100,000
per year for his or her service, in addition to the annual retainer as a
non-employee director.
As part of the revisions, the Board eliminated all director benefits from
the Board's compensation program. As a result, the following director
benefits will no longer be provided upon expiration of their current
coverage: life insurance, travel/accident insurance and personal umbrella
liability insurance.
The change to the cash component of the Board's annual retainer is
effective January 1, 2008. The changes to the two equity components to
the Board's annual retainer are effective December 11, 2007.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
(99.1) Press release issued by Eastman Kodak Company on November 16,
2007, announcing the election of Messrs. Lebda and Parrett to the
Board of Directors.
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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/ Laurence L. Hickey
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Laurence L. Hickey
Corporate Secretary
Date: November 16, 2007
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EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(99.1) Press release issued by Eastman Kodak Company on November 16,
2007, announcing the election of Messrs. Lebda and Parrett to the
Board of Directors.
Exhibit (99.1)
EASTMAN KODAK COMPANY
Media Contact:
David Lanzillo 585-781-5481 david.lanzillo@kodak.com
Kodak Board Elects Two New Members to Board of Directors
IAC's Douglas Lebda, Deloitte's William Parrett Enhance Board
Capabilities
ROCHESTER, N.Y., Nov. 16 - Eastman Kodak Company (NYSE:EK) said today
that Douglas R. Lebda, the President and Chief Operating Officer of
IAC/InterActiveCorp, and William G. Parrett, the former Chief Executive
Officer of Deloitte Touche Tohmatsu, were named to the company's board
of directors, effective November 14, 2007.
Mr. Lebda, 37, became President and COO of IAC at the end of
2005. He joined the company in 2003 after IAC acquired LendingTree,
which Mr. Lebda founded in 1996. During his nine-year tenure, he led
the company through a successful IPO and five acquisitions, and
LendingTree became the nation's leading online lending exchange, with
more than $500 million in 2003 revenue. At IAC, Mr. Lebda oversees the
operations of more than 60 brands and 20,000 employees, and has led the
growth and integration of dozens of IAC start-ups and acquisitions. IAC
is an interactive conglomerate that owns and operates more than 60
specialized and global brands, including HSN, Ticketmaster, Match.com,
Ask.com, Citysearch, Evite, and more.
Mr. Parrett, 62, recently retired from Deloitte as Senior Partner
after serving as CEO from 2003 until earlier this year. A 40-year
veteran of Deloitte, Mr. Parrett co-founded the firm's Global Financial
Services Industry practice and served as its first chairman. During his
career at Deloitte, he served as advisory or leadership partner to many
Fortune 500 companies.
"I am pleased to welcome such talented and exceptional
individuals to our board as Doug Lebda and Bill Parrett," said Antonio
M. Perez, Kodak's Chairman and Chief Executive Officer. "Each will
bring a depth of experience and expertise to the board's deliberations
for the benefit of our customers and shareholders.
"In LendingTree, Doug built what has become one of the world's
great online brands, and he has continued to nurture new brands and
businesses at IAC," Perez said. "He brings to Kodak an intimate
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knowledge of digital markets and a fresh perspective on the
generational and demographic forces shaping the Internet. As Kodak
continues its historic transformation, we will benefit from Doug's
business acumen and his passion for harnessing the Web to revolutionize
commerce and drive growth.
"Bill Parrett's record of achievement is extraordinary," Perez
said. "During Bill's tenure, Deloitte's revenue grew by 53%, reaching
$23.0 billion in 2007, and worldwide employment grew to 150,000 people
in 140 countries. Beyond his success in growing Deloitte, Bill also has
become a global advocate for a broader view of corporate governance and
business ethics. His seasoned approach to business issues, as well as
his extensive understanding of financial matters, makes him an
outstanding choice to serve on Kodak's board."
Mr. Lebda received his bachelor's degree in business
administration from Bucknell University in 1992, and began his
professional career as an auditor and consultant for
PriceWaterhouseCoopers. He is currently a member of the Bucknell
University Alumni Association Board of Directors and the Board of
Trustees for the Darden School Foundation. A recognized entrepreneur
and innovator, Mr. Lebda has received numerous honors, including the
Ernst & Young Entrepreneur of the Year award, the Council for
Entrepreneurial Development's Trailblazer award, and the Inman
Innovator of the Year award.
Mr. Parrett joined Deloitte upon graduation from New York's St.
Francis College in 1967, and served in a series of roles of increasing
responsibility. He became Managing Partner of Deloitte & Touche USA in
1999, and was named CEO four years later. Mr. Parrett is chairman of
the United Way of America, an executive member of the International
Chamber of Commerce, and serves as chairman of the United States
Council for International Business.
These elections bring the Kodak board to 11 members, 10 of whom
are independent directors, with Antonio Perez serving as the only non-
independent director.
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About Eastman Kodak Company
Kodak is the world's foremost imaging innovator. With sales of $10.7
billion in 2006, the company is committed to a digitally oriented
growth strategy focused on helping people better use meaningful images
and information in their life and work. Consumers use Kodak's system of
digital and traditional products and services to take, print and share
their pictures anytime, anywhere; Businesses effectively communicate
with customers worldwide using Kodak solutions for prepress,
conventional and digital printing and document imaging; and Creative
Professionals rely on Kodak technology to uniquely tell their story
through moving or still images.
More information about Kodak (NYSE: EK) is available at www.kodak.com.
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