Business Context and Reporting Period
This Form 8-K reports the results of the Eastman Kodak Company's 2022 Annual Meeting of Shareholders, held virtually on May 18, 2022. The filing details the voting outcomes for director elections, executive compensation, and the ratification of the independent auditor.
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 voting results.
Material Changes and Voting Results
As of the record date (March 24, 2022), there were 78,915,150 shares of common stock and 1,043,629 shares of 5% Series C convertible preferred stock outstanding. A total of 89,351,440 votes were entitled to be cast, with 63,829,252 votes present or represented, constituting a quorum.
Proposal 1: Election of Directors
Shareholders elected all seven nominees for a one-year term. The voting results were as follows:
| Director Name | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| James V. Continenza | 39,969,828 | 665,150 | 55,085 |
| B. Thomas Golisano | 39,817,117 | 808,755 | 64,191 |
| Philippe D. Katz | 36,196,306 | 4,432,574 | 61,183 |
| Kathleen B. Lynch | 40,019,924 | 605,853 | 64,286 |
| Jason New | 39,755,596 | 848,041 | 66,426 |
| Darren L. Richman | 40,026,363 | 599,299 | 64,401 |
| Michael E. Sileck, Jr. | 40,049,289 | 577,577 | 63,197 |
Proposal 2: Advisory Vote on Executive Compensation
Shareholders approved the compensation of Named Executive Officers.
- Votes For: 38,880,625
- Votes Against: 1,704,371
- Abstentions: 105,067
Proposal 3: Ratification of Independent Auditor
Shareholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm.
- Votes For: 63,418,518
- Votes Against: 275,910
- Abstentions: 134,824
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Philippe D. Katz received the highest number of "Against" votes among director nominees (4,432,574).
- The "Say on Pay" proposal received approximately 95.7% support (Votes For vs. Total Votes Cast excluding abstentions).
- Broker non-votes were significant for director elections (23,139,189) but did not affect the outcome as all nominees were elected.
- The filing confirms the company is an emerging growth company.