KODK Eastman Kodak Co - 8-K

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.

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