Kodak 2001 Annual Report Download - page 94

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PROPOSALS TO BE VOTED ON
ITEM 1
ELECTION OF DIRECTORS
Kodak’s By-Laws require us to have at least nine directors but no more than 18. The number of directors is set
by the Board and is currently 13. Mr. Carp is the only director who is also an employee of the Company. The
Board is divided into three classes of directors with overlapping three-year terms. There are five Class III
directors whose terms expire at the 2002 Annual Meeting. Mr. Zimmerman, a Class III director, is retiring from
the Board effective May 8, 2002, in accordance with the Company’s retirement policy for directors. In
addition, Dr. Emerson (Class II) and Dr. Gray (Class I) are retiring from the Board effective May 8, 2002, in
accordance with the Company’s retirement policy for directors.
Nominees for election as Class III directors are:
Richard S. Braddock
Daniel A. Carp
Durk I. Jager
Debra L. Lee
These nominees agree to serve a three-year term. Information about them is provided beginning on page 10.
All four directors were previously elected by shareholders.
Nominees for election as Class I directors are:
Timothy M. Donahue
Delano E. Lewis
These nominees agree to serve a one-year term. Mr. Donahue is standing for election by you for the first time.
Mr. Lewis was a director of the Company from May 1998 to December 1999. Information about them is
provided beginning on page 11.
If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a
substitute. If the Board chooses a substitute, the shares represented by proxies will be voted for the substitute.
If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of
directors or elect a new director to fill the vacancy. This new director will serve until the next Annual Meeting.
The Board of Directors recommends a vote FOR the election of directors.
ITEM 2
RATIFICATION OF ELECTION OF INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP has been the Company’s independent accountants for many years. The Board, on
the recommendation of its Audit Committee, elected PricewaterhouseCoopers LLP the Company’s
independent accountants to serve until the 2003 Annual Meeting.
Representatives of PricewaterhouseCoopers LLP will attend the Meeting to respond to questions and, if they
desire, to make a statement.
The Board of Directors recommends a vote FOR the ratification of election of PricewaterhouseCoopers
LLP as independent accountants.
7