Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Shareholders for Eastman Kodak Company, held virtually on May 20, 2026. The record date for the meeting was March 23, 2026, with 97,608,566 shares of common stock outstanding entitled to vote.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes and Voting Results
Shareholders representing 82,135,317 votes (84.1% of outstanding shares) were present, constituting a quorum. The following matters were voted upon:
- Director Elections: All seven nominees were elected. Notable vote splits included James V. Continenza (58.5M For, 8.6M Against) and Jason New (62.7M For, 4.4M Against), while other directors received over 65M votes in favor with minimal opposition.
- Executive Compensation (Say-on-Pay): The advisory vote on Named Executive Officer compensation was approved with 51,722,507 votes For and 15,001,269 votes Against.
- Compensation Vote Frequency: Shareholders voted to conduct future advisory compensation votes annually. The "One Year" option received 39,558,616 votes, compared to 15.2M for "Two Years" and 12.3M for "Three Years."
- Incentive Plan Amendment: The Third Amendment to the 2013 Omnibus Incentive Plan was approved with 51,924,803 votes For and 15,102,388 votes Against.
- Auditor Ratification: Ernst & Young LLP was ratified as the independent registered public accounting firm with 81,948,733 votes For and 106,339 votes Against.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, management commentary on business outlook, or specific risk factors. The Board of Directors determined that the next required advisory vote on the frequency of executive compensation votes will occur no later than the 2032 annual meeting.
Investor Verification Checklist
- Verify the specific reasons for the significant "Against" votes (approx. 15M) on executive compensation and the incentive plan amendment.
- Review the definitive Proxy Statement filed on April 9, 2026, for details on the Third Amendment to the Omnibus Incentive Plan.
- Confirm the tenure and background of directors James V. Continenza and Jason New, who received the highest number of "Against" votes.
- Check subsequent filings for any financial updates, as this 8-K contains no financial performance data.