Notice of the 2021 Annual Meeting of Shareholders
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The Annual Meeting of Shareholders (Annual Meeting) of Eastman Kodak Company will be held on Wednesday, May 19, 2021 at 1:00 p.m. Eastern Time. The Annual Meeting will be conducted as a virtual meeting of shareholders by means of a live webcast that can be accessed at www.meetingcenter.io/219690489.
To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is KODK2021.
Due to the ongoing impact of the COVID-19 pandemic, we plan to hold the Annual Meeting by means of remote communications only. As of the date of this mailing, a state disaster emergency has been declared relating to the COVID-19 pandemic in the State of New Jersey, and the requirement under New Jersey law that annual meetings be held at a physical location has been temporarily suspended. The declaration of a state disaster emergency and the related suspension of physical meetings are renewed on a monthly basis. In the event that the state disaster emergency and suspension are lifted prior to the date fixed for the Annual Meeting and it is no longer legally permissible for us to hold a completely virtual annual meeting under New Jersey law, we will announce alternative arrangements for the Annual Meeting as promptly as practicable, which may include holding a hybrid or solely in-person meeting. We will announce any alternative arrangements for the Annual Meeting by press release and posting on our website, www.kodak.com, as well as by filing additional proxy materials with the Securities and Exchange Commission. If the Annual Meeting is held in person or as a hybrid meeting, you may use this document, along with proper form of identification, to physically attend the Annual Meeting. This document will admit only the named shareholder(s).
We are asking our shareholders to vote on the following proposals at the Annual Meeting:
1.
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Election of the seven director nominees named in the Proxy Statement for a term of one year or until their successors are duly elected and qualified.
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2.
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Advisory vote to approve the compensation of our named executive officers.
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3.
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Approval of the First Amendment to the Amended and Restated 2013 Omnibus Incentive Plan.
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4.
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Ratification of the Audit and Finance Committees selection of Ernst & Young LLP as our independent registered public accounting firm.
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5.
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Such other business as may properly come before the Annual Meeting or any adjournment thereof.
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The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1 and FOR Proposals 2, 3 and 4.
If you held your shares at the close of business on March 29, 2021, you are entitled to vote at the Annual Meeting.
We follow the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish
proxy materials to their shareholders over the internet. These rules allow us to provide you with the information you need,
while lowering the cost of delivery.
If you have any questions about the Annual Meeting, please contact: Shareholder Services, Eastman Kodak Company, 343 State
Street, Rochester, NY 14650-0235, (585) 724-4053, e-mail: shareholderservices@kodak.com.
By Order of the Board of Directors
Roger W. Byrd
General Counsel, Secretary and Senior Vice President
Eastman Kodak Company
April 9, 2021
PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy
of the proxy materials to receive a proxy card.
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Here’s how to order a copy of the proxy materials and select delivery preferences:
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Current and future delivery requests can be submitted using the options below.
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If you request an email copy, you will receive an email with a link to the current meeting materials.
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PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials.
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Internet - Go to www.envisionreports.com/KODK. Click Cast Your Vote or Request Materials.
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Phone - Call us free of charge at 1-866-641-4276.
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Email - Send an email to investorvote@computershare.com with Proxy Materials Eastman Kodak Company in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.
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To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 10, 2021.
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