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 28, 2009
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
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New Jersey |
1-87 |
16-0417150 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer 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
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 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 28, 2009, Eastman Kodak Company agreed to amend certain provisions of its employment agreement with Antonio M. Perez, Chairman and Chief Executive Officer. The amendment involves revisions to certain benefits available to Mr. Perez under his existing agreement and provides equity-based compensation incentives that will
fully vest in 2013. The incentives are intended to align compensation with shareholder interests, by tying value to changes in share price, achievement of performance goals and continued employment.
The amendment provides that Mr. Perez will not receive additional deemed service pertaining to his pension benefits, once his current deemed service clause expires under the terms of his current agreement at the age of 65. In addition, the calculation of certain items in Mr. Perez’s severance benefit in the event that his
employment terminates without cause or for good reason is revised. Specifically, rather than receiving a target award under the Company’s annual variable pay plan in the year in which termination occurs, which is prorated based on the termination date, Mr. Perez instead will be eligible for an award only if earned as certified by the Executive Compensation and Development Committee of the Board under the applicable performance metrics and which also would be prorated based on the termination
date. Further, under the Company’s Executive Protection Plan, Mr. Perez was entitled to receive certain benefits if he should voluntarily leave the Company after the 23rd month following a change in control. Mr. Perez has agreed to waive these benefits as well as the right to receive any tax gross-up payments for any benefits provided under this plan.
To continue to align Mr. Perez’s interests with those of the Company’s shareholders, the amendment provides equity awards that will fully vest as of December 31, 2013. Specifically, on October 14, 2009, Mr. Perez will receive a grant of 500,000 stock options under the terms of the Company’s 2005 Omnibus Plan. The
options will vest in three substantially equal amounts on the anniversary date of the grant in 2011, 2012 and 2013. Further, Mr. Perez will also be eligible to receive awards of performance stock units in 2010 and 2011, each with an intended target value of $1,230,000. A one-year performance period exists for each award, and the performance metrics will be established in the first 90 days of each performance year. These awards will be fully earned only if the performance metrics
are achieved. If earned, the awards will vest in full on December 31, 2013.
Separately, as part of the Company’s annual equity compensation program, on September 28, 2009, the Company issued a long-term equity award to Mr. Perez. This award is provided in the same form and method as applicable to all executives. The intended value of Mr. Perez’s award is the same as the intended value
of the prior year award as described in the Company’s 2009 Proxy Statement.
The press release announcing these events is attached hereto as Exhibit (99.1) and incorporated by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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(99.1) |
Press release issued by Eastman Kodak Company on September 30, 2009 relating to the employment agreement with Antonio M. Perez. |
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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: September 30, 2009
EASTMAN KODAK COMPANY
INDEX TO EXHIBITS
Exhibit No.
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(99.1) |
Press release issued by Eastman Kodak Company on September 30, 2009 relating to the employment agreement with Antonio M. Perez. |
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Exhibit (99.1)
EASTMAN KODAK COMPANY
Media Contact:
David Lanzillo, Kodak, +1 585-781-5481, david.lanzillo@kodak.com
Investor Relations Contacts:
Ann McCorvey, Kodak, +1 585-724-5096, antoinette.mccorvey@kodak.com
Angela Nash, Kodak, +1 585-724-0982, angela.nash@kodak.com
Kodak Amends Employment Agreement for CEO Antonio M. Perez
Terms of New Agreement Run Through 2013
ROCHESTER, N.Y., Sept. 30 — Eastman Kodak Company (NYSE: EK) today announced that its Board of Directors has amended the company’s employment agreement with Chairman and Chief Executive Officer Antonio M. Perez in a manner that reinforces the mutual intent for Mr. Perez to remain in his current position with the company through
December 31, 2013. Mr. Perez’s employment agreement with the company does not have an expiration date, but includes terms which are scheduled to expire in December 2010. Details of the amended agreement were filed today with the U.S. Securities and Exchange Commission in a Form 8-K.
“Antonio has led Kodak through a historic transformation that has created powerful new digital businesses along with a solid balance sheet,” said Richard Braddock, Presiding Director of Kodak’s Board. “He and his team are taking the right actions to guide Kodak through this very challenging economic climate and to
position the company to emerge as a stronger enterprise. All of us on the Board are pleased to be able to demonstrate our confidence in Antonio by amending his employment agreement in a manner that encourages continued operational improvement and future value creation.”
Since joining the company in April 2003 Mr. Perez, 63, has led the worldwide transformation of Kodak from a business based on film to one based primarily on digital technologies. In the past six years, Kodak introduced an array of disruptive new digital technologies and products for consumer and commercial applications that generated
more than $6 billion in revenue in 2008. Those include consumer inkjet printers, image sensors for digital cameras and mobile phones, thermal dry labs and kiosks for printing at retail, as well as high-volume digital production presses, enterprise workflow software, and digital plates for commercial printing. The result is a new Kodak -- a
company where digital products account for more than 70 percent of revenue, where higher gross margin commercial businesses
account for 60 percent of revenue, and with a portfolio of cash-generating traditional businesses.
“I am honored and humbled to be given the privilege of leading the great people of Kodak to a new and brighter future,” Perez said. “The past six years at Kodak have been among the most energizing of my career. Kodak is a wonderful company, with innovative products and services, a powerful brand, and talented employees
around the world. I look forward to extending my work with the Board, my leadership team, and our employees in serving our customers and ultimately rewarding our investors. I am delighted by the opportunity to continue our work of achieving sustainable, profitable growth.”
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About Kodak
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