8-KThe WireRoutine
Shareholder Vote
Filed May 25, 2021 · 5y ago · Accession 0001564590-21-029777
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2021
EASTMAN KODAK COMPANY
(Exact name of registrant as specified in its charter)
NEW JERSEY
1-87
16-0417150
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
343 State Street
Rochester, NY 14650
(Address of principal executive offices with zip code)
(585) 724-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value
$0.01 per share
KODK
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Eastman Kodak Company (the “Company”) was held virtually on May 19, 2021 at 1:00 p.m. ET. The Company filed its definitive Proxy Statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 9, 2021. As of March 29, 2021, the record date for the Annual Meeting, there were 78,503,476 shares of common stock and 750,000 shares of 5% Series C convertible preferred stock (“Series C Preferred Stock”) issued and outstanding. Holders of shares of common stock and Series C Preferred Stock vote together as a single class, with holders of common stock having one vote per share and holders of Series C Preferred Stock having 10 votes per share (representing the number of shares of common stock into which each share of Series C Preferred Stock was convertible as of the record date). Accordingly, a total of 86,003,476 votes were entitled to be cast at the Annual Meeting. Holders of shares representing an aggregate of 56,758,373 votes were present or represented at the Annual Meeting, constituting a quorum for the transaction of business.
The results of the votes on matters submitted to security holders at the Annual Meeting were as follows:
1.
Shareholders elected each of the Company’s nominees for director to serve a term of one year to expire at the 2022 Annual Meeting of shareholders or until their respective successors are duly elected and qualified, as set forth below:
Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
James V. C ontinen za
34,566,322
798,843
110,686
21,282,522
B. Thomas Golisano
34,753,088
616,521
106,242
21,282,522
Philippe D. Katz
34,152,411
1,208,493
114,947
21,282,522
Kathleen B. Lynch
34,705,817
656,532
113,502
21,282,522
Jason New
34,363,657
997,399
114,795
21,282,522
Darren L. Richman
34,681,482
675,285
119,084
21,282,522
Michael E. Sileck, Jr.
34,708,900
644,849
122,102
21,282,522
2.
Shareholders approved, through an advisory vote, the compensation of the Company’s Named Executive Officers (as set forth in the definitive Proxy Statement), as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
33,706,518
1,587,848
181,485
21,282,522
3.
Shareholders approved the First Amendment to the Amended and Restated 2013 Omnibus Incentive Plan, as set forth below:
Votes For
Votes Against
Abstentions
Broker Non-Votes
34,099,556
1,164,479
211,816
21,282,522
4.
Shareholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm to serve a one-year term, as set forth below:
Votes For
Votes Against
Abstentions
55,674,285
838,226
245,862
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By:
/s/ Roger W. Byrd
Roger W. Byrd
General Counsel, Secretary and Senior Vice President
Date: May 25, 2021
3
Filing details
- Company
- EASTMAN KODAK CO
- Ticker
- KODK
- CIK
- 31235
- Form type
- 8-K
- Filing date
- May 25, 2021
- Report date
- May 19, 2021
- Document
- kodk-8k_20210519.htm
- Size
- 62 KB