Kodak 2005 Annual Report Download - page 161

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Q. What is the quorum requirement of the Annual Meeting?
A. A majority of the outstanding shares on May 10, 2006 constitutes a quorum for voting at the Annual Meeting. If you vote, your shares will be part
of the quorum. Abstentions and broker non-votes, other than where stated, will be counted in determining the quorum, but neither will be counted
as votes cast. On March 13, 2006, there were 287,221,927 shares outstanding.
Q. Can I nominate someone to the Board?
A. Our by-laws provide that any shareholder may nominate a person for election to the Board so long as the shareholder follows the procedure
outlined in the by-laws as summarized below. This is the procedure to be followed for direct nominations, as opposed to recommendations of
nominees for consideration by our Corporate Responsibility and Governance Committee.
The complete description of the procedure for shareholder nomination of director candidates is contained in our by-laws. A copy of the full text
of the by-law provision containing this procedure may be obtained by writing to our Secretary at our principal executive offi ces. Our by-laws can
also be accessed at www.kodak.com/go/governance. For purposes of summarizing this procedure, we have assumed: 1) the date of the up-
coming annual meeting is within 30 days of the date of the annual meeting for the previous year; and 2) if the size of the Board is to be increased,
that both the name of the director nominee and the size of the increased Board are publicly disclosed at least 120 days prior to the fi rst anniver-
sary of the previous year’s annual meeting. Based on these assumptions, a shareholder desiring to nominate one or more candidates for election
at the next annual meeting must deliver written notice of such nomination to our Secretary, at our principal offi ce, not less than 90 days nor more
than 120 days prior to the fi rst anniversary of the preceding year’s annual meeting.
The written notice to our Secretary must contain the following information with respect to each nominee: 1) the proposing shareholder’s name
and address; 2) the number of shares of the Company owned of record and benefi cially by the proposing shareholder; 3) the name of the person
to be nominated; 4) the number of shares of the Company owned of record and benefi cially by the nominee; 5) a description of all relationships,
arrangements and understandings between the shareholder and the nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination is to be made by the shareholder; 6) such other information regarding the nominee as would have been
required to be included in the Proxy Statement fi led pursuant to the proxy rules of the Securities and Exchange Commission (SEC) had the
nominee been nominated, or intended to be nominated, by the Board, such as the nominee’s name, age and business experience; and 7) the
nominee’s signed consent to serve as a director if so elected.
Persons who are nominated in accordance with this procedure will be eligible for election as directors at the annual meeting of the
Company’s shareholders.
Q. What is the deadline to propose actions for consideration at the 2007 annual meeting?
A. For a shareholder proposal to be considered for inclusion in Kodak’s Proxy Statement for the 2007 annual meeting, the Secretary of Kodak
must receive the written proposal at our principal executive offi ces no later than November 27, 2006. Such proposals must comply with SEC
regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be
addressed to:
Secretary
Eastman Kodak Company
343 State Street
Rochester, NY 14650-0218
For a shareholder proposal that is not intended to be included in Kodak’s Proxy Statement under Rule 14a-8, the shareholder must deliver a proxy
statement and form of proxy to holders of a suffi cient number of shares of Kodak common stock to approve that proposal, provide the information
required by the by-laws of Kodak and give timely notice to the Secretary of Kodak in accordance with the by-laws of Kodak, which, in general,
require that the notice be received by the Secretary of Kodak:
• not earlier than the close of business on January 10, 2007, and
• not later than the close of business on February 9, 2007.
If the date of the shareholder meeting is moved more than 30 days before or 30 days after the anniversary of the 2006 Annual Meeting, then
notice of a shareholder proposal that is not intended to be included in Kodak’s Proxy Statement under Rule 14a-8 must be received no earlier
than the close of business 120 days prior to the meeting and no later than the close of business on the later of the following two dates:
• 90 days prior to the meeting, and
• 10 days after public announcement of the meeting date.
You may contact our Secretary at our principal executive offi ces for a copy of the relevant by-law provisions regarding the requirements for
making shareholder proposals. Our by-laws can also be accessed at www.kodak.com/go/governance.