Kodak 2006 Annual Report Download - page 160

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Q. What do I need to do to attend the Annual Meeting?
A. To attend the Annual Meeting, please follow these instructions:
• If you vote by using the enclosed proxy card, check the appropriate box on the card.
• If you vote by internet or telephone, follow the instructions provided for attendance.
• If you are a benefi cial owner, bring proof of your ownership with you to the Annual Meeting.
• To enter the Annual Meeting, bring the Admission Ticket attached to your proxy card or printed from the internet.
• If you do not have an Admission Ticket, go to the Special Registration desk upon arrival at the Annual Meeting.
Seating at the Annual Meeting will be on a fi rst-come, fi rst-served basis, upon arrival at the Annual Meeting.
Q. Can I bring a guest?
A. Yes. If you plan to bring a guest to the Annual Meeting, check the appropriate box on the enclosed proxy card or follow the instructions on the
internet or telephone. When you go through the registration area at the Annual Meeting, be sure your guest is with you.
Q. What is the quorum requirement of the Annual Meeting?
A. A majority of the outstanding shares on May 9, 2007 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 19, 2007, there were 287,559,384 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 upcoming 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
anniversary 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.