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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): May 10, 2005
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 1.01 Entry into a Material Definitive Agreement
On May 10, 2005, the Board of Directors (the "Board") of
Eastman Kodak Company (the "Company") accepted Mr. Carp's
resignation as Chief Executive Officer ("CEO") of the Company,
effective June 1, 2005, and Chairman of the Board, effective
December 31, 2005, in connection with Mr. Carp's planned
retirement on January 1, 2006. In connection with Mr. Carp's
upcoming retirement, the Executive Compensation and
Development Committee of the Board (the "Committee") granted
"permitted and approved reason" status for all equity awards,
including all stock options, restricted stock and restricted
stock units held by Mr. Carp upon his retirement from the
Company. This means that Mr. Carp will not forfeit any of his
equity awards as a result of his retirement on January 1,
2006. In addition, the Committee determined that any
remaining restriction periods on restricted stock or
restricted stock units granted to Mr. Carp will terminate as
of the date of his retirement. A copy of the May 10, 2005
letter from the Chair of the Committee to Mr. Carp informing
him of the Committee action is attached as Exhibit (10.1).
Antonio M. Perez has been elected by the Board to succeed Mr.
Carp and, in that connection, the Committee has approved new
compensation arrangements for Mr. Perez. A description of the
material terms of the compensation arrangements is set forth
in Item 5.02 below and is incorporated in this Item 1.01 by
reference.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal
Officers
Mr. Carp's resignation as CEO of the Company, effective June
1, 2005, and Chairman, effective December 31, 2005, in
connection with his planned retirement on January 1, 2006, was
accepted by the Board on May 10, 2005.
On May 10, 2005, the Board elected Mr. Perez, the current
President and Chief Operating Officer of the Company, to
succeed Mr. Carp as CEO, effective June 1, 2005, and as
Chairman, effective December 31, 2005. In addition to his
duties as CEO and Chairman, Mr. Perez will continue to serve
as the President of the Company.
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The compensation arrangements for Mr. Perez in connection with
his election were approved by the Committee on May 10, 2005.
Effective June 1, 2005, when Mr. Perez becomes CEO of the
Company, he will receive: (a) an annual base salary of
$1,100,000; (b) a one-time cash award of $150,000; (c) a one-
time restricted stock award of 60,000 shares of restricted
stock, with a deferral feature and a 5-year vesting schedule,
with 50% of the shares vesting on the third anniversary of the
grant date and 50% of the shares vesting on the fifth
anniversary of the grant date; and (d) a one-time stock option
award of 300,000 non-qualified stock options with a 7-year
term, an exercise price equal to the fair market value of the
Company's common stock on the date of grant and a 3-year
vesting schedule with one-third of the options vesting on each
of the first three anniversaries of the grant date. In
addition, effective June 1, 2005, Mr. Perez will be eligible
to receive: (a) a target performance cash bonus equal to 155%
of his base salary under the Executive Compensation for
Excellence and Leadership Plan, if earned; (b) a target
leadership stock allocation of 34,000 units for the 2006-2007
cycle under the Leadership Stock Program (any actual award
will be subject to Company performance over two years and
minimum vesting requirements); and (c) a target stock option
allocation of 72,000 non-qualified stock options under the
Company's Officer Stock Option Program. Effective December
31, 2005, when Mr. Perez becomes Chairman, he will be eligible
to receive: (a) a target leadership stock allocation of
50,000 units, commencing with the 2007-2008 cycle, under the
Leadership Stock Program, subject to Committee approval of the
allocation schedule (any actual award will be subject to
Company performance over two years and minimum vesting
requirements); and (b) a target stock option allocation of
100,000 non-qualified stock options under the Company's
Officer Stock Option Program, subject to Committee approval of
the allocation schedule.
The Company's CEO and Chairman are required to use Company
transportation, whenever possible, for business and personal
travel for reasons of safety and security.
A copy of the May 10, 2005 letter from the Chair of the
Committee to Mr. Perez informing him of the Committee action
regarding his compensation arrangements is attached as Exhibit
(10.2).
Mr. Perez, 59, has served as the Company's President and Chief
Operating Officer since April 2003. Effective October 2004,
he was elected to the Company's Board. Mr. Perez joined the
Company after a twenty-five year career at Hewlett-Packard
Company ("HP") where he was a corporate vice president and a
member of HP's Executive Council. From August 1998 to October
1999, Mr. Perez served as president of HP's Consumer Business,
with responsibility for Digital Media Solutions and corporate
marketing. Prior to that assignment, Mr. Perez served for
five years as president and chief executive officer of HP's
inkjet imaging business. In his career at HP, Mr. Perez held
a variety of positions in research and development, sales,
manufacturing, marketing and management both in Europe and the
United States. Just prior to joining the Company, Mr. Perez
served as an independent consultant for large investment
firms, providing counsel on the effect of technology shifts on
financial markets. From June 2000 to December 2001, Mr. Perez
was president and chief executive officer of Gemplus
International.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(10.1) Letter, dated May 10, 2005, from the Chair, Executive
Compensation and Development Committee, Eastman Kodak
Company, to Daniel A. Carp
(10.2) Letter, dated May 10, 2005, from the Chair, Executive
Compensation and Development Committee, Eastman Kodak
Company, to Antonio M. Perez
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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/ Richard G. Brown, Jr.
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Richard G. Brown, Jr.
Controller
Date: May 11, 2005
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EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(10.1) Letter, dated May 10, 2005, from the Chair, Executive
Compensation and Development Committee, Eastman Kodak
Company, to Daniel A. Carp
(10.2) Letter, dated May 10, 2005, from the Chair, Executive
Compensation and Development Committee, Eastman Kodak
Company, to Antonio M. Perez
Exhibit (10.1)
May 10, 2005
Mr. Daniel A. Carp
Chairman and Chief Executive Officer
Eastman Kodak Company
343 State Street
Rochester, NY 14650
Dear Dan:
The purpose of this letter is to inform you that the
Executive Compensation and Development Committee (the
"Committee") of the Board of Directors of Eastman Kodak
Company (the "Company") has granted "permitted and approved
reason" status for all equity awards, including all stock
options, restricted stock and restricted stock units,
including awards under the Company's Performance Stock
Program, held by you or for your account, and for purposes
of any award to be paid to you under the Company's
Leadership Stock Program or Performance Stock Program, upon
your retirement from the Company on January 1, 2006. This
means that you will not forfeit any of your equity awards as
a result of your retirement on January 1, 2006. In
addition, the Committee has determined that any remaining
restriction periods on your restricted stock or restricted
stock units will terminate as of the date of your
retirement.
Congratulations on a long and successful career at the
Company. I wish you all the best for the future.
Sincerely,
/s/ Timothy M. Donahue
Timothy M. Donahue
Timothy M. Donahue, Chairman, Executive Compensation and
Development Committee
EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NEW YORK
14650
TEL (585) 724-4000
Exhibit (10.2) May 10, 2005 Mr. Antonio M. Perez President and Chief Operating Officer Eastman Kodak Company 343 State Street Rochester, NY 14650 Dear Antonio: The purpose of this letter is to inform you that the Executive Compensation and Development Committee (the "Compensation Committee") of the Board of Directors of Eastman Kodak Company (the "Company") has approved the following compensation arrangements for you in connection with your election by the Board as Chief Executive Officer of the Company, effective June 1, 2005, and Chairman of the Board of the Company, effective December 31, 2005. Effective June 1, 2005, the following will apply: Wage Grade: 72 Base Salary: $1,100,000 Target EXCEL Cash Bonus Leverage: 155% of base salary Target Leadership Stock Allocation: 34,000 units for the 2006-2007 cycle Target Stock Option Allocation under Officer Stock Option Program: 72,000 non-qualified stock options for the 2005 officer stock option grant One-Time Cash Award: $150,000 One-Time Restricted Stock Award: 60,000 shares of restricted stock (assuming shareholder approval of the Company's new omnibus plan); 50% to vest on third anniversary of grant date and 50% to vest on fifth anniversary of grant date; deferral feature One-Time Stock Option Award: 300,000 non-qualified stock options (assuming shareholder approval of the Company's new omnibus plan); 7-year term; exercise price of fair market value on grant date; 1/3 to vest on each of first three anniversaries of grant date2 May 10, 2005 Effective December 31, 2005, the following will apply: Wage Grade: 73 Target Leadership Stock Allocation: 50,000 units, commencing with the 2007-2008 cycle, subject to Compensation Committee approval of the allocation schedule Target Stock Option Allocation under Officer Stock Option Program: 100,000 non-qualified stock options, subject to Compensation Committee approval of the allocation schedule Congratulations on your promotion. I wish you continued success at the Company. Sincerely, /s/ Timothy M. Donahue Timothy M. Donahue Timothy M. Donahue, Chairman, Executive Compensation and Development Committee EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NEW YORK 14650 TEL (585) 724-4000