Eastman Kodak Company (KODK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2025, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on the election of seven directors, an advisory say-on-pay vote, and ratification of Ernst & Young LLP as auditor.

• The Board recommends voting FOR all director nominees and FOR Proposals 2 and 3.

• Proxy materials and the 2024 Annual Report are available online, with options for printed copies.

Voting matters and shareholder proposals

• Proposal 1: Election of seven director nominees for a one-year term.

• Proposal 2: Advisory vote to approve executive compensation.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor.

• Shareholders can submit proposals or director nominations for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• The Board consists of seven members, with a mix of skills in technology, finance, strategy, and governance.

• Six directors are independent under NYSE standards; the CEO is the only employee director.

• The Board has Audit and Finance, and Compensation, Nominating and Governance Committees, both fully independent.

• Majority voting is required for director elections; all nominees have submitted irrevocable resignation letters per policy.

• Directors are subject to share ownership guidelines and prohibited from hedging or pledging company stock.