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Eastman Kodak (NYSE: KODK) investors approve directors, pay plan and auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Eastman Kodak Company reported the voting results from its 2026 Annual Meeting of Shareholders, held virtually on May 20, 2026. Shareholders elected all seven director nominees for one-year terms, with support levels generally above 60 million votes for each candidate.

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 51,722,507 votes for and 15,001,269 votes against. They also approved the Third Amendment to the Amended and Restated 2013 Omnibus Incentive Plan.

Shareholders indicated a preference to hold the advisory vote on executive compensation every year, and the board plans to follow this annual frequency until the next required frequency vote. Ernst & Young LLP was ratified as the independent registered public accounting firm with 81,948,733 votes for.

Positive

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares outstanding record date 97,608,566 shares Common stock issued and outstanding as of March 23, 2026
Votes represented at meeting 82,135,317 votes Votes present or represented at 2026 Annual Meeting (quorum)
Say-on-pay approval 51,722,507 votes for Advisory vote on named executive officer compensation
Incentive plan amendment approval 51,924,803 votes for Third Amendment to 2013 Omnibus Incentive Plan
Auditor ratification votes for 81,948,733 votes Ratification of Ernst & Young LLP
One-year say-on-pay frequency support 39,558,616 votes Preference for annual advisory vote on executive compensation
Chair election support 58,487,014 votes for Votes for director James V. Continenza
Annual Meeting of Shareholders financial
"The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Eastman Kodak Company"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
quorum financial
"constituting a quorum for the transaction of business"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
advisory vote financial
"Shareholders approved, through an advisory vote, the compensation of the Company’s Named Executive Officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Third Amendment to the Amended and Restated 2013 Omnibus Incentive Plan financial
"Shareholders approved the Third Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company"
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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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 20, 2026

 

EASTMAN KODAK COMPANY
(Exact name of Registrant as specified in its charter)

NEW JERSEY
(State or other jurisdiction of incorporation)

1-87
(Commission File Number)

16-0417150
(IRS Employer

Identification No.)

343 State Street

Rochester, NY 14650
(Address of principal executive offices with zip code)

 

(800) 356-3259
(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(s)

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 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Eastman Kodak Company (the “Company”) was held virtually on May 20, 2026 at 9:00 a.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, 2026. As of March 23, 2026, the record date for the Annual Meeting, there were 97,608,566 shares of common stock issued and outstanding, each representing the right to one vote. Accordingly, a total of 97,608,566 votes were entitled to be cast at the Annual Meeting. Holders of shares representing an aggregate of 82,135,317 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 shareholders 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 2027 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. Continenza

58,487,014

8,616,958

114,693

14,916,652

David P. Bovenzi

66,694,802

407,799

116,064

14,916,652

Philippe D. Katz

65,855,852

1,247,453

115,360

14,916,652

Kathleen B. Lynch

66,657,101

430,581

130,983

14,916,652

Jason New

62,652,279

4,449,316

117,070

14,916,652

Darren L. Richman

66,949,546

146,529

122,590

14,916,652

Michael E. Sileck, Jr.

66,938,778

157,065

122,822

14,916,652

 

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

51,722,507

15,001,269

494,889

14,916,652

 

3.
Shareholders voted, on an advisory basis, for the frequency of future advisory votes on the compensation of our named executive officers to be as set forth below:

 

One Year

Two Years

Three Years

Abstentions

Broker Non-Votes

39,558,616

15,226,550

12,319,099

114,400

14,916,652

 

4.
Shareholders approved the Third Amendment to the Amended and Restated 2013 Omnibus Incentive Plan of the Company, as set forth below:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

51,924,803

15,102,388

191,474

14,916,652

 

5.
Shareholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm as set forth below:

 

Votes For

Votes Against

Abstentions

81,948,733

106,339

80,245

 

2


In light of the results above and consistent with a determination of the Company’s Board of Directors, the Company will conduct an advisory vote on the compensation of its named executive officers every year until the next required shareholder vote on the frequency of such votes. The next required advisory vote on the frequency of future advisory votes on executive compensation will take place no later than the 2032 annual meeting of shareholders.

3


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

Name: Roger W. Byrd

Title: General Counsel, Secretary and Senior Vice President

Date: May 22, 2026

4


FAQ

What was the main outcome of Eastman Kodak (KODK)'s 2026 Annual Meeting?

Shareholders elected all director nominees, approved executive pay, and ratified the auditor. They also backed an amendment to Kodak’s 2013 Omnibus Incentive Plan and supported holding an annual advisory vote on executive compensation.

How did Eastman Kodak (KODK) shareholders vote on director elections in 2026?

Shareholders elected all seven nominees to one-year terms. Support exceeded 58 million votes for the chair, James V. Continenza, and reached about 66.9 million votes for other directors, with broker non-votes totaling 14,916,652 for each nominee.

Did Eastman Kodak (KODK) shareholders approve executive compensation in 2026?

Yes. The advisory vote on compensation for named executive officers received 51,722,507 votes for and 15,001,269 against. There were 494,889 abstentions and 14,916,652 broker non-votes, indicating overall support for the company’s pay practices that year.

What frequency of say-on-pay votes did Eastman Kodak (KODK) shareholders prefer?

Shareholders favored holding the advisory vote on executive compensation every year, with 39,558,616 votes for one-year frequency. Two-year and three-year options received 15,226,550 and 12,319,099 votes respectively, and the board intends to follow this annual schedule.

Was Eastman Kodak’s Omnibus Incentive Plan amendment approved in 2026?

Yes. The Third Amendment to the Amended and Restated 2013 Omnibus Incentive Plan was approved with 51,924,803 votes for, 15,102,388 against, and 191,474 abstentions. Broker non-votes totaled 14,916,652 on this equity incentive plan proposal.

Which auditor did Eastman Kodak (KODK) shareholders ratify at the 2026 meeting?

Shareholders ratified Ernst & Young LLP as Eastman Kodak’s independent registered public accounting firm. The ratification received 81,948,733 votes for, 106,339 votes against, and 80,245 abstentions, reflecting strong support for retaining the existing audit firm.

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