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 20, 2020

 

EASTMAN KODAK COMPANY
(Exact name of registrant as specified in its charter)

NEW JERSEY
(State or other jurisdiction of incorporation)

1-87
(Commission File Number)

16-0417150
(IRS Employer

Identification No.)

 

343 State Street

Rochester, NY 14650
(Address of principal executive offices with zip code)

 

(585) 724-4000
(Registrant’s telephone number, including area code)

 

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 Exchange 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

 

KODK

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

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Item 5.07Submission of Matters to a Vote of Security Holders.

 

The 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Eastman Kodak Company (the “Company”) was held virtually on May 20, 2020 at 1:00 p.m. ET.  The Company filed its definitive Proxy Statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 9, 2020.  As of March 26, 2020, the record date for the Annual Meeting, there were 43,675,070 shares of common stock and 2,000,000 shares of 5.50% Series A convertible preferred stock (“Series A Preferred Stock”) issued and outstanding.  Holders of shares of common stock and Series A Preferred Stock vote together as a single class, with holders of common stock having one vote per share and holders of Series A Preferred Stock having 5.7471 votes per share (representing the number of shares of common stock into which each share of Series A Preferred Stock was convertible as of the record date).  Accordingly, a total of 55,169,270 votes were entitled to be cast at the Annual Meeting.  Holders of shares representing an aggregate of 49,123,298 votes were present or represented at the Annual Meeting, constituting a quorum for the transaction of business.

 

The results of the votes on matters submitted to security holders at the Annual Meeting were as follows:

 

 

1.

Shareholders re-elected each of the Company’s nominees for director to serve a term of one year to expire at the 2021 Annual Meeting of shareholders or until their respective successors are duly elected and qualified, as set forth below:

 

 

Name

Votes For

Votes Against

Abstentions

Broker Non-Votes

Richard Todd Bradley

38,461,641

1,727,052

29,308

8,905,297

James V. Continenza

39,680,250

518,550

19,201

8,905,297

Jeffrey D. Engelberg

39,068,690

1,125,475

23,836

8,905,297

George Karfunkel

39,536,935

657,539

23,527

8,905,297

Philippe D. Katz

39,225,280

970,432

22,289

8,905,297

Jason New

38,914,670

1,274,608

28,723

8,905,297

William G. Parrett

39,542,094

646,254

29,653

8,905,297

 

 

2.

Shareholders approved, through an advisory vote, the compensation of the Company’s Named Executive Officers (as set forth in the definitive Proxy Statement), as set forth below:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

39,285,223

822,147

110,631

8,905,297

 

 

3.

Shareholders approved, through an advisory vote, the frequency of future advisory votes on the compensation of our named executive officers, as set forth below:

 

 

 

One Year

Two Years

Three Years

Abstentions

Broker Non-Votes

39,530,449

543,677

86,944

56,931

8,905,297

 

 

 

 

 

 

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4.

Shareholders approved the amendment and restatement of the Company’s 2013 Omnibus Incentive Plan, as set forth below:

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

38,735,100

1,333,777

149,124

8,905,297

 

 

5.

Shareholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm to serve a one-year term beginning on the date of the Annual Meeting, as set forth below:

 

 

Votes For

Votes Against

Abstentions

48,798,752

179,735

144,811

 

 

 

 

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/

Roger W. Byrd

 

 

 

Roger W. Byrd

 

 

 

General Counsel, Secretary and Senior Vice President

 

 

 

Date:  May 27, 2020

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