Eastman Kodak Company

05/21/2024 | Press release | Distributed by Public on 05/21/2024 14:15

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of Shareholders (the "Annual Meeting") of Eastman Kodak Company (the "Company") was held virtually on May 15, 2024 at 9:00 a.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 5, 2024. As of March 20, 2024, the record date for the Annual Meeting, there were 79,918,066 shares of common stock and 1,152,673 shares of 5% Series C convertible preferred stock ("Series C Preferred Stock") issued and outstanding. Holders of shares of common stock and Series C Preferred Stock vote together as a single class, with holders of common stock having one vote per share and holders of Series C Preferred Stock having 10 votes per share (representing the number of shares of common stock into which each share of Series C Preferred Stock was convertible as of the record date). Accordingly, a total of 91,444,796 votes were entitled to be cast at the Annual Meeting. Holders of shares representing an aggregate of 70,616,837 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 elected each of the Company's nominees for director to serve a term of one year to expire at the 2025 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
James V. Continenza
42,592,354
967,207
192,854
26,864,422
David P. Bovenzi
42,878,816
679,339
194,260
26,864,422
Philippe D. Katz
36,219,704
7,338,598
194,113
26,864,422
Kathleen B. Lynch
43,108,999
449,956
193,460
26,864,422
Jason New
30,828,251
12,731,760
192,404
26,864,422
Darren L. Richman
43,096,458
452,476
203,481
26,864,422
Michael E. Sileck, Jr.
43,083,445
465,316
203,654
26,864,422
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
41,556,732
1,989,376
206,307
26,864,422
3.
Shareholders approved the Second Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
36,865,765
6,274,490
612,160
26,864,422
4.
Shareholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm to serve a one-year term, as set forth below:
Votes For
Votes Against
Abstentions
69,813,977
638,893
163,967
2