Business Context and Reporting Period
This Form 8-K reports on the 2023 Annual Meeting of Shareholders for Eastman Kodak Company, held virtually on May 17, 2023. The filing details the voting results for director elections, executive compensation, and the ratification of the independent auditor.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. It focuses exclusively on corporate governance and shareholder voting outcomes.
Material Changes and Voting Results
As of the record date (March 23, 2023), there were 79,340,439 shares of common stock and 1,096,797 shares of 5% Series C convertible preferred stock outstanding. A total of 90,308,409 votes were entitled to be cast, with 67,620,492 votes present or represented, constituting a quorum.
Proposal 1: Election of Directors
Shareholders elected all seven nominees for a one-year term. Notable voting statistics include:
- James V. Continenza: 44,253,140 For; 668,454 Against.
- B. Thomas Golisano: 40,270,943 For; 4,654,406 Against.
- Philippe D. Katz: 36,704,271 For; 8,208,726 Against.
- Kathleen B. Lynch: 44,475,399 For; 437,213 Against.
- Jason New: 40,566,307 For; 4,342,534 Against.
- Darren L. Richman: 44,502,866 For; 406,700 Against.
- Michael E. Sileck, Jr.: 44,490,045 For; 424,623 Against.
Proposal 2: Advisory Vote on Executive Compensation
Shareholders approved the compensation of Named Executive Officers with 43,546,495 votes For, 1,343,692 votes Against, and 126,249 Abstentions.
Proposal 3: Ratification of Independent Auditor
Shareholders ratified the selection of Ernst & Young LLP with 67,119,678 votes For, 358,246 votes Against, and 142,568 Abstentions.
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, risks, contingencies, or unusual items. It is a procedural report of shareholder meeting results.
Key Facts for Investor Verification
- Verify the specific terms of the 5% Series C convertible preferred stock and its conversion ratio impact on voting power.
- Review the definitive Proxy Statement filed on April 5, 2023, for detailed biographies of the elected directors and executive compensation specifics.
- Confirm the tenure of the newly elected directors, which expires at the 2024 Annual Meeting.
- Note the significant number of broker non-votes (22,604,056) on director elections and executive compensation, indicating shares held by brokers without voting instructions on those specific matters.