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 21, 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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Item 5.02 (d)
As part of its continuous efforts to enhance the qualifications and breadth of perspectives of its members, the Eastman Kodak Company Board of Directors (“Kodak Board”) has solicited the views of institutional investors regarding potential new director candidates. As a result of this process, the Kodak Board elected Kyle Prechtl Legg as a director on September 21, 2010, upon the recommendation of its Corporate Responsibility and Governance Committee.
Ms. Legg, 58, retired as Chief Executive Officer of Legg Mason Capital Management in 2009. She brings to the Kodak Board extensive knowledge of capital markets and the perspective of an experienced institutional investor. Ms. Legg will serve on the Corporate Responsibility and Governance Committee and the Executive Compensation Committee of the Kodak Board. As a non-employee director, Ms. Legg will participate in the Company’s Director Compensation Program.
With the addition of Ms. Legg, the Company increased its number of directors to fifteen.
The Company issued a press release on September 22, 2010, announcing Ms. Legg’s election, which is attached to this filing as Exhibit (99.1) and incorporated by reference.
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 September 22, 2010 relating to the election of Kyle Prechtl Legg.
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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/ Patrick M. Sheller
Patrick M. Sheller
Secretary
Date: September 22, 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 September 22, 2010 relating to the election of Kyle Prechtl Legg.
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Exhibit (99.1)
EASTMAN KODAK COMPANY
Media Contact:
David Lanzillo, Kodak, +1 585-781-5481, david.lanzillo@kodak.com
Kodak Board Elects Kyle Prechtl Legg to Board of Directors
ROCHESTER, N.Y., Sept. 22 – Eastman Kodak Company (NYSE:EK) announced today that Kyle Prechtl Legg, former Chief Executive Officer of Legg Mason Capital Management (LMCM), was elected to the company’s Board of Directors, effective immediately.
Ms. Legg, 58, has more than 30 years of professional experience in the investment industry. She joined Legg Mason Capital Management in 1991, was named President of the firm in 1997, and Chief Executive Officer in March 2006. At LMCM, she built a leading global equity investment management business serving high-end institutional clients, including some of the world’s largest sovereign wealth funds, domestic and foreign company pension plans, corporate funds, endowments, and foundations. Prior to joining Legg Mason, she was a securities analyst with Alex, Brown & Sons.
“As part of our Board’s continuous efforts to enhance the breadth of perspectives of our directors, we solicited the views of our institutional investors on potential director candidates,” said Antonio M. Perez, Chairman and Chief Executive Officer, Eastman Kodak Company. “Kyle is an outstanding choice to serve on Kodak’s board. She brings to Kodak a deep understanding of capital markets, corporate governance, asset allocation, and risk management. I am pleased to welcome her to our Board.”
Ms. Legg will serve on the Kodak Board’s Corporate Responsibility and Governance Committee and the Executive Compensation Committee. As a non-employee director, she will also participate in the company’s Director Compensation Program.
A Chartered Financial Analyst, Ms. Legg received her Bachelor of Arts degree in mathematics from Goucher College in 1972, a Juris Doctor degree from the University of Baltimore in 1978, and in 1981 earned her Master of Business Administration degree from Loyola College.
Ms. Legg’s election brings the Kodak Board membership to 15, only one of whom, Antonio Perez, is an employee of the company.
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