Eastman Kodak Company (KODK) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on the election of seven directors, executive compensation, frequency of say-on-pay votes, an amendment to the incentive plan, and auditor ratification.

• The Board recommends voting for all director nominees, for executive compensation, for the incentive plan amendment, for auditor ratification, and for annual say-on-pay votes.

• Forward-looking statements highlight ongoing risks from global economic volatility, tariffs, and supply chain disruptions.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, approval of the Third Amendment to the 2013 Omnibus Incentive Plan, and ratification of Ernst & Young LLP as auditor.

• Board recommends annual say-on-pay votes and supports all proposals.

• Shareholders can submit proposals for the 2027 meeting by December 10, 2026, and director nominations between January 20 and February 19, 2027.

Board of directors and corporate governance

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

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

• Board leadership combines the roles of Chairman and CEO; independent directors meet in executive session.

• Two standing committees: Audit and Finance, and Compensation, Nominating and Governance.

• Director qualification standards emphasize integrity, experience, diversity, and independence.

• Majority voting policy for uncontested director elections; all nominees submit irrevocable resignation letters.

• Directors and executives are subject to share ownership guidelines and restrictions on hedging and pledging.