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 12, 2010
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
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New Jersey
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1-87
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16-0417150
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (585) 724-4000
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 Securities 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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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 12, 2010, Eastman Kodak Company announced the consolidation of the positions of General Counsel and Chief Intellectual Property Officer. Also on November 12, 2010, the Company announced the appointment of Laura G. Quatela as General Counsel and Vice President, Eastman Kodak Company effective January 1, 2011. Ms. Quatela joined the Company in 1999 and currently holds the position of Chief Intellectual Property Officer and Vice President, Eastman Kodak Company.
As a result of the consolidation, on November 12, 2010, the Company announced the retirement of Joyce P. Haag, General Counsel and Senior Vice President effective December 31, 2010. Ms. Haag will receive a severance allowance of two times her target cash compensation, which is consistent with the pre-established severance guidelines for Named Executive Officers previously disclosed in the Company’s 2010 Proxy Statement. In addition, the Committee authorized an approved reason for Ms. Haag’s September 28, 2009 equity grant which, under the Company’s equity plan terms, provides for the prorated vesting of 25% of the award to be paid on the scheduled grant payment date in 2012.
The Company issued a press release on November 12, 2010, announcing each of these events. The press release is attached as Exhibit (99.1) to this filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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(99.1)
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Press release issued by Eastman Kodak Company on November 12, 2010 relating to the appointment of Laura G. Quatela as General Counsel and the retirement of Joyce P. Haag.
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SIGNATURES
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
Robert L. Berman
Chief Human Resources Officer
and Senior Vice President
Date: November 12, 2010
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EASTMAN KODAK COMPANY
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INDEX TO EXHIBITS
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Exhibit No.
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(99.1)
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Press release issued by Eastman Kodak Company on November 12, 2010 relating to the appointment of Laura G. Quatela as General Counsel and the retirement of Joyce P. Haag.
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Exhibit (99.1)
EASTMAN KODAK COMPANY
Media Contact:
David Lanzillo, Kodak, +1 585-781-5481, david.lanzillo@kodak.com
Kodak Names Laura G. Quatela as General Counsel
ROCHESTER, N.Y., Nov. 12 – Eastman Kodak Company announced that Laura G. Quatela has been named the company’s General Counsel, effective Jan. 1, 2011, reporting to Chairman and Chief Executive Officer Antonio M. Perez.
Quatela, 53, is presently Kodak’s Chief Intellectual Property Officer, a member of the company’s Executive Council, and a corporate vice president. She will retain those responsibilities in tandem with her new duties leading the company’s Legal organization. The future structure of the IP organization will be announced at a later date.
She succeeds Joyce P. Haag, 59, who has served as Kodak’s General Counsel since July 2005. Haag will retire from Kodak effective Jan. 1, 2011, as a result of the consolidation of these positions. She joined Kodak’s Legal staff in 1981, and led critical Legal functions inside and outside the United States, including Corporate Secretary and General Counsel for Europe, Africa and the Middle East, before being promoted to General Counsel.
“Laura is an exceptionally capable business executive who has contributed so much to the success of our transformation in her role directing our Intellectual Property strategy,” Perez said. “She is a strong leader with a passion for winning and creating value for the company.”
“In succeeding Joyce, Laura has the benefit of inheriting a world-class corporate legal
staff whose excellence is a testament to the integrity, intelligence and leadership of Joyce Haag,” Perez said. “Joyce has tirelessly served the company through its transformation and provided wise counsel to me and senior management during a period of great change. I thank
Joyce for her enormous contributions to Kodak and I wish her the very best in her new endeavors.”
Quatela was appointed Chief Intellectual Property Officer in January 2008. In this role, she is responsible for IP strategy and policy, the Senior IP Strategy Council, and external IP affairs.
Previously, Quatela was Managing Director, Intellectual Property Transactions, and was responsible for directing strategic cross-licensing and royalty-bearing licensing activities for the company, including developing licensing strategy, negotiating and structuring licenses, and managing IP valuations and investments. In August 2006, the Board of Directors elected her a vice president of the company.
She joined Kodak in 1999 and held various positions within the Marketing, Antitrust, Trademark & Litigation staff in the company’s Legal department. From August 2002 to December 2003, Quatela served as Director, Finance Transformation, and Vice President, Finance & Administration. In 2004, she was promoted to Director of Corporate Commercial Affairs and Assistant General Counsel.
“I have had the privilege of being a part of Kodak’s Legal team and working with a group of professionals for whom I have enormous personal and professional respect,” Quatela said. “It is now my honor to lead this team as General Counsel and, especially, to carry on the good work done by Joyce during our transformation. I look forward to building on Joyce’s successes as Kodak continues its progress toward sustainable, profitable growth.”
Prior to joining Kodak, Quatela worked at Clover Capital Management, Inc., where she was the president of a family of mutual funds and practiced securities law; at SASIB Railway GRS, where she served as General Counsel, Corporate Secretary and Chief Administrative Officer; and at Bausch & Lomb Inc., where she was lead counsel for the Ray-Ban business. In private law practice, she was a defense litigator specializing in mass tort cases.
A graduate of Denison University, Quatela received her law degree from Case Western Reserve University School of Law. She has also attended the Yale-in-China program and the East China Institute of Politics and Law.
Haag is a Phi Beta Kappa graduate of Mt. Holyoke College, from which she received a bachelor’s degree in mathematics. She received her law degree, and graduated cum laude, from Cornell Law School.
“I am proud to have served Kodak during its transformation and to have worked with such an extraordinary team of senior managers and legal professionals,” Haag said. “I will retire confident in the future performance of the Legal team, under Laura’s leadership, and confident in Kodak’s future success.”
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