Definitive Proxy Statement



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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.            )
 
Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ] 
 
Check the appropriate box:
 
[   ]        Preliminary Proxy Statement
[   ]   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]   Definitive Proxy Statement
[   ]   Definitive Additional Materials
[   ]   Soliciting Material Pursuant to §240.14a-12

  Eastman Kodak Company  
  (Name of Registrant as Specified In Its Charter)  
 
       
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 

Payment of Filing Fee (Check the appropriate box):
[X]        No fee required.
[   ]
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
    1)          Title of each class of securities to which transaction applies:
         
2) Aggregate number of securities to which transaction applies:
 
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[   ]
 
Fee paid previously with preliminary materials.
 
[   ]
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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NOTICE OF 2016 ANNUAL MEETING

AND PROXY STATEMENT

 

 

Date of Notice: April 11, 2016

 

 

 

 

 

 

 

EASTMAN KODAK COMPANY
343 STATE STREET
ROCHESTER, NEW YORK 14650

 

 

 

 

 

 

 

 



Table of Contents

TABLE OF CONTENTS

NOTICE OF 2016 ANNUAL MEETING
 
Notice of the 2016 Annual Meeting of Shareholders
 
PROXY STATEMENT
QUESTIONS & ANSWERS
 
Questions & Answers 1
Householding of Disclosure Documents 7
Audio Webcast of Annual Meeting 7
Printed Copy of 2015 Annual Report on Form 10-K 7
 
PROPOSAL 1
 
Proposal 1 - Election of Directors 8
 
BOARD OF DIRECTORS AND
CORPORATE GOVERNANCE
 
Director Nominees 9
Director Independence 13
Board Leadership Structure   13
Committees of the Board 14
Executive Compensation Committee Interlocks
and Insider Participation
15
Corporate Governance Overview 15
Business Conduct Guide and Directors’
Code of Conduct
15
Governance Practices 15
Report of the Audit and Finance Committee 18
  
EXECUTIVE COMPENSATION
  
Report of the Executive Compensation Committee 19
Compensation Discussion and Analysis 19
     Executive Summary 19
     Determining Executive Compensation 21
     Elements of Compensation 22
     2015 Compensation Decisions 23
     Other Compensation 27
     Program Governance 29
Compensation of Named Executive Officers 30
     Summary Compensation Table 30
     Employment Agreements 32
     Grants of Plan-Based Awards Table 34
Outstanding Equity Awards at 2015
Fiscal Year-End Table
36
     Option Exercises and Stock Vested Table 37
     Pension Benefits for 2015 38
     Pension Benefits Table 38
Non-Qualified Deferred Compensation
for 2015
39
Potential Payments Upon Termination
or Change in Control
39
     Severance Payments Table 44
DIRECTOR COMPENSATION    
 
Director Compensation 46
   
PROPOSAL 2  
 
Proposal 2 - Advisory Vote to Approve the
Compensation of our Named Executive Officers
49
 
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
  
Beneficial Security Ownership of More Than 5%
of the Company’s Common Shares
50
Beneficial Security Ownership of Directors
and Executive Officers
51
Section 16(a) Beneficial Ownership
Reporting Compliance
52
 
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
 
Interested Transactions 52
 
PRINCIPAL ACCOUNTING FEES AND
SERVICES
  
Audit and Non-Audit Fees 54
Policy Regarding Pre-Approval of Services
Provided by our Independent Accountants
54
 
PROPOSAL 3
 
Proposal 3 - Ratification of the Audit and Finance
Committee’s Selection of
PricewaterhouseCoopers LLP as
our Independent Registered Accounting Firm
55
  
ANNUAL MEETING INFORMATION
 
Directions to 2016 Annual Meeting 56
 
EXHIBIT A
   
Reconciliation of Non-GAAP Measures




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NOTICE OF 2016 ANNUAL MEETING

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders on Tuesday, May 24, 2016 at 9:00 a.m. Eastern Time, at the Sheraton Atlanta Hotel, 165 Courtland Street NE, Atlanta, GA 30303. You will be asked to vote on Company proposals at the Annual Meeting.

Whether or not you attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, as well as by telephone or by mailing a proxy card or voting instruction form. We encourage you to use the internet, as it is the most cost-effective way to vote.

We look forward to seeing you at the Annual Meeting and would like to take this opportunity to remind you that your vote is very important.

Sincerely,


James V. Continenza
Chairman of the Board

NOTICE OF THE 2016 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Eastman Kodak Company will be held on Tuesday, May 24, 2016 at 9:00 a.m. Eastern Time, at the Sheraton Atlanta Hotel, 165 Courtland Street NE, Atlanta, GA 30303. We are asking our shareholders to vote on the following proposals at the Annual Meeting:

     1.   Election of the nine directors named in the Proxy Statement for a term of one year or until their successors are duly elected and qualified.
2. Advisory vote to approve the compensation of our named executive officers.
3. Ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
4. Such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1 and FOR Proposals 2 and 3.

If you held your shares at the close of business on March 30, 2016, you are entitled to vote at the Annual Meeting.

We follow the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy materials to their shareholders over the internet. These rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

If you have any questions about the Annual Meeting, please contact: Shareholder Services, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0251, (585) 724-4053, e-mail: shareholderservices@kodak.com.

The Annual Meeting will be accessible by the handicapped. If you require special assistance, please contact Shareholder Services.

By Order of the Board of Directors


Sharon E. Underberg
General Counsel, Secretary and Senior Vice President
Eastman Kodak Company
April 11, 2016

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 24, 2016.
The Notice of 2016 Annual Meeting and Proxy Statement and 2015 Annual Report on Form 10-K
are available at www.edocumentview.com/KODK
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PROXY STATEMENT

QUESTIONS & ANSWERS

Q.     Why am I receiving these proxy materials?
A. Our Board of Directors (the Board) is providing these proxy materials to you on the internet, or has delivered printed versions to you by mail, in connection with Kodak’s 2016 Annual Meeting of Shareholders (the Annual Meeting), which will take place on Tuesday, May 24, 2016. As a shareholder, you are invited to attend the Annual Meeting and are entitled and requested to vote on the proposals described in this Proxy Statement. We are making these proxy materials available to you on or about April 11, 2016.
Q. What is included in these proxy materials?
A. These proxy materials include:
Our 2015 Annual Report on Form 10-K; and
Notice of 2016 Annual Meeting and Proxy Statement.
If you received printed versions of the proxy materials by mail, these proxy materials also include a proxy card.
Q.     What am I voting on?
A. The Board is soliciting your proxy in connection with the Annual Meeting to be held on Tuesday, May 24, 2016 at 9:00 a.m. Eastern Time, at the Sheraton Atlanta Hotel, 165 Courtland Street NE, Atlanta, GA 30303, and any adjournment or postponement thereof. You are voting on the following proposals:
1.     Election of the nine directors named in this Proxy Statement for a term of one year or until their successors are duly elected and qualified.
2. Advisory vote to approve the compensation of our named executive officers.
3. Ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
The Board recommends you vote FOR each of the director nominees listed in Proposal 1 and FOR Proposals 2 and 3.
Q. Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
A. We follow the Securities and Exchange Commission’s (the SEC) “e-proxy” rules that allow public companies to furnish proxy materials to shareholders over the internet. The “e-proxy” rules remove the requirement for public companies to automatically send shareholders a full, printed copy of proxy materials and allow them instead to deliver to their shareholders a “Notice of Internet Availability of Proxy Materials” (the Notice of Internet Availability) and to provide online access to the documents. As a result, we mailed the Notice of Internet Availability to many of our shareholders on or about April 11, 2016.
The Notice of Internet Availability provides instructions on how to:
View our proxy materials for the Annual Meeting on the internet and vote; and
Request a printed copy of the proxy materials.
In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the environmental impact of printed materials.
Q.     Why didn’t I receive a notice in the mail about the internet availability of the proxy materials?
A. We are providing some of our shareholders, including those who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of the Notice of Internet Availability.
In addition, we are providing the Notice of Internet Availability by e-mail to those shareholders who have previously elected delivery of the proxy materials electronically. Those shareholders should have received an e-mail containing a link to the website where the proxy materials are available.
Q. Where can I view the proxy materials on the internet?
A. We are making this Proxy Statement and voting instructions available to shareholders on or about April 11, 2016, at www.edocumentview.com/KODK. We are also making our 2015 Annual Report on Form 10-K available at the same time and by the same method. The 2015 Annual Report on Form 10-K is not a part of the proxy solicitation material and is not incorporated herein by reference.

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Q.     How can I receive a printed copy of the proxy materials?
A. Shareholder of Record. You may request a printed copy of the proxy materials by any of the following methods:
Telephone: within the U.S.A., U.S. territories and Canada, call toll-free at 1-866-641-4276; or outside of the U.S.A., U.S. territories and Canada, call collect at 1-781-575-3170;
Internet at www.envisionreports.com/KODK; or
E-mail at investorvote@computershare.com. Reference “Proxy Materials Eastman Kodak Company” in the subject line. In the message, include your full name and address, the number located in the shaded bar on the Notice of Internet Availability/proxy card, and state that you want to receive a paper copy of current and/or future meeting materials.
Beneficial Owner. You may request a printed copy of the proxy materials by following the instructions provided to you by your broker, trustee or nominee.
Q.     What is the difference between holding shares as a shareholder of record and as a beneficial owner?
A. Most of our shareholders hold their shares through a broker or other nominee (beneficial owner) rather than directly in their own name (shareholder of record). As summarized below, there are some distinctions between shareholders of record and beneficial owners.
Shareholder of Record. If your shares are registered in your name with our transfer agent, Computershare, you are considered the shareholder of record of these shares, and we are making these proxy materials available directly to you. As a shareholder of record, you have the right to give your voting proxy to our management or a third party, or to vote in person at the Annual Meeting.
Beneficial Owner. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and your broker, trustee or nominee is making these proxy materials available to you together with a voting instruction form. As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote your shares. You are also invited to attend the Annual Meeting. Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee on how to vote your shares. Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares in person at the Annual Meeting. In order to vote your shares, you must either: 1) obtain a legal proxy that gives you the right to vote the shares in person at the Annual Meeting, or 2) provide voting instructions to your broker.
Q. Will any other matters be voted on?
A. We are not aware of any other matters that shareholders will be asked to vote on at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, the named proxies, James V. Continenza and Sharon E. Underberg, will vote for you on such matter in their discretion. New Jersey law (under which the Company is incorporated) requires that you be given notice of all matters to be voted on, other than procedural matters such as adjournment of the Annual Meeting.
Q. How do I vote?
A. Shareholder of Record. If you are a shareholder of record, there are four ways to vote:
By internet at www.envisionreports.com/KODK . We encourage you to vote this way.
By touch tone telephone: within the U.S.A., U.S. territories and Canada, call toll-free at 1-800-652-VOTE (8683); or outside the U.S.A., U.S. territories and Canada, call collect at 1-781-575-2300.
By completing and mailing your proxy card.
By written ballot at the Annual Meeting.
Beneficial Owner. If you are a beneficial owner, please follow the voting instructions sent to you by your broker, trustee or nominee.

Whether you are a shareholder of record or a beneficial owner, your shares will be voted as you indicate.

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Q.     What happens if I do not give specific voting instructions?
A. Shareholder of Record. If you are a shareholder of record and you:
Indicate when voting on the internet or by telephone that you wish to vote as recommended by our Board; or
Sign and return a proxy card without giving specific voting instructions,
then the named proxies, James V. Continenza and Sharon E. Underberg, will vote your shares in the manner recommended by our Board (i.e. FOR each of the director nominees named in Proposal 1 and FOR Proposals 2 and 3) and in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
Beneficial Owner. If you do not provide your broker, trustee or nominee with specific voting instructions, or if you do not obtain a legal proxy that gives you the right to vote the shares in person at the Annual Meeting, your shares will not be voted or counted with respect to Proposals 1 and 2, which are non-routine proposals. Your broker, trustee or nominee has discretionary authority to vote your uninstructed shares with respect to Proposal 3, which is a routine proposal . Uninstructed shares with respect to which your broker does not have discretionary authority are known as “broker non-votes.”
Q.     What is the deadline for voting my shares?
A. Shareholder of Record. If you are a shareholder of record and vote by internet or telephone, your vote must be received by 1:00 a.m., Eastern Time, on May 24, 2016, the morning of the Annual Meeting. If you are a shareholder of record and vote by mail or by written ballot at the Annual Meeting, your vote must be received before the polls close at the Annual Meeting.
Beneficial Owner. If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or nominee. You may vote your shares in person at the Annual Meeting only if you obtain a legal proxy from your broker, trustee or nominee and present it at the Annual Meeting before the polls close.
Q. Who can vote?
A. You must be a shareholder of record or a beneficial owner as of the close of business on March 30, 2016, the record date for the Annual Meeting. Each share of common stock is entitled to one vote.
Q. How can I change my vote or revoke my proxy?
A. Shareholder of Record. If you are a shareholder of record, you can change your vote or revoke your proxy before the Annual Meeting by:
Entering a timely new vote by internet or telephone;
Returning a later-dated proxy card;
Notifying Sharon E. Underberg, Secretary; or
Completing a written ballot at the Annual Meeting.
        Beneficial Owner. If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or nominee.

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Q.     What vote is required to approve each proposal?
A. The following table describes the voting requirements for each proposal:
  Proposal 1 - Election of Directors     As set forth in our By-laws, the Board has adopted a majority voting standard for uncontested director elections. Because the number of nominees properly nominated for the Annual Meeting is the same as the number of directors to be elected at the Annual Meeting, the 2016 election of directors is an uncontested election.  
    To be elected in an uncontested election, a director nominee must be elected by a majority of the votes cast with respect to that director nominee. A majority of the votes cast means that the number of votes cast FOR a nominee’s election must exceed the number of votes cast AGAINST the nominee’s election. Each nominee receiving more votes FOR his or her election than votes AGAINST his or her election will be elected.
Proposal 2 -  Advisory Vote to Approve the Compensation of our Named Executive Officers To be approved, this proposal must receive the affirmative vote of a majority of the votes cast at the Annual Meeting.
Proposal 3 - Ratification of the Audit and Finance Committee’s Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm To be approved, this proposal must receive the affirmative vote of a majority of the votes cast at the Annual Meeting.

Q.     How are votes counted?
A.

For Proposal 1, you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each of the nominees. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. If you elect to abstain in the election of directors, the abstention will not impact the outcome of the election. Broker non-votes are not counted and will not impact the outcome of the vote.

You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to Proposals 2 and 3. In tabulating the voting results for these proposals, “FOR” and “AGAINST” votes are counted. Abstentions are not counted and will not impact the outcome of the vote. With respect to Proposal 2, broker non-votes are not counted and will not impact the outcome of the vote.
Q. Who will count the vote?
A. Computershare will count the vote. A representative from Computershare will serve as the inspector of election.
Q. Who can attend the Annual Meeting?
A. If you held your shares as of the close of business on March 30, 2016, the record date for the Annual Meeting, you can attend the Annual Meeting.
Q. What do I need to do to attend the Annual Meeting?
A. To attend the Annual Meeting, please follow these instructions:
If you vote by internet or telephone, follow the instructions provided for attendance.
If you vote by using a proxy card, check the appropriate box on the card.
If you are a beneficial owner, bring your legal proxy from your broker, trustee or nominee as well as proof of identity in the form of a government issued ID to the registration area.
To enter the Annual Meeting, bring the Admission Ticket attached to your proxy card or printed from the internet as well as proof of identity in the form of a government issued ID to the registration area.
If you do not have an Admission Ticket, go to the registration area upon arrival.
       Seating at the Annual Meeting is limited and will be on a first-come, first-served basis. We may take photographs and videotape at the Annual Meeting, which we may use in publications. If you attend the Annual Meeting, we assume we have your permission to use your image.

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Q.     Can I bring a guest?
A. Yes. If you plan to bring a guest to the Annual Meeting, follow the instructions on the internet or telephone or check the appropriate box on your proxy card. When you go through the registration area at the Annual Meeting, your guest must register with you and must present proof of identity in the form of a government issued ID.
Q.     What is the quorum requirement of the Annual Meeting?
A. A majority of the outstanding shares on March 30, 2016 will constitute a quorum for voting at the Annual Meeting. If you vote, your shares will be part of the quorum. Abstentions and broker non-votes will be counted in determining the quorum. On March 30, 2016, there were 42,100,993 shares of our common stock outstanding.
Q. Where can I find the voting results of the Annual Meeting?
A. We intend to announce preliminary voting results at the Annual Meeting and disclose final results in a Form 8-K to be filed with the SEC within four business days of the Annual Meeting. If final results are not available at such time, the Form 8-K will disclose preliminary results, to be followed with an amended Form 8-K when final results are available.
Q. Can I nominate someone to the Board?
A. Our By-laws provide that any shareholder can nominate a person for election to the Board so long as the shareholder follows the procedure outlined in our By-laws as summarized below. This is the procedure to be followed for direct nominations, as opposed to recommendations of nominees for consideration by our Corporate Governance and Nominating Committee. The complete description of the procedure for shareholder nominations of director candidates is contained in our By-laws. You can request a copy of the full text of this By-law provision by writing to our Secretary at our principal executive offices. Our By-laws can also be accessed at http://ek.client.shareholder.com/supporting.cfm.
For purposes of summarizing this procedure, we have assumed: 1) the date of the upcoming Annual Meeting is within 30 days of the anniversary of the Annual Meeting for the previous year and 2) if the size of the Board is to be increased, that both the name of the director nominee and the size of the increased Board are publicly disclosed at least 100 days prior to the first anniversary of the previous year’s Annual Meeting. Based on these assumptions, a shareholder desiring to nominate one or more candidates for election at the next Annual Meeting must deliver written notice of such nomination to our Secretary, at our principal executive office, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s Annual Meeting. Accordingly, for our 2017 Annual Meeting, notice of nomination must be delivered to our Secretary no earlier than January 24, 2017 and no later than February 23, 2017.
The written notice to our Secretary must contain the following information with respect to each nominee: 1) the proposing shareholder’s name and address; 2) the number of shares owned of record and beneficially by the proposing shareholder; 3) the name of the person to be nominated; 4) the number of shares owned of record and beneficially by the nominee; 5) a description of all relationships, arrangements and understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder; 6) such other information regarding the nominee as would have been required to be included in the proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, by the Board, such as the nominee’s name, age and business experience; and 7) the nominee’s signed consent to serve as a director if so elected.
Persons who are nominated in accordance with this procedure will be eligible for election as directors at the 2017 Annual Meeting of Shareholders.
Q. What is the deadline to propose actions for consideration at the 2017 Annual Meeting?
A.

For a shareholder proposal to be considered for inclusion in our proxy statement for the 2017 Annual Meeting, the Secretary must receive the written proposal at our principal executive office no later than the close of business on December 12, 2016. Proposals received after this date will be considered untimely. Proposals must comply with SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

     Secretary
     Eastman Kodak Company
     343 State Street
     Rochester, NY 14650-0224

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        For a shareholder proposal that is not intended to be included in our proxy statement under Rule 14a-8, the shareholder must provide the information required by our By-laws and give timely notice to the Secretary in accordance with our By-laws, which, in general, require that the notice be received by the Secretary:
No earlier than the close of business on January 24, 2017; and
No later than the close of business on February 23, 2017.
        If the date of the shareholder meeting is moved more than 30 days before or 30 days after the anniversary of the 2016 Annual Meeting, then notice of a shareholder proposal that is not intended to be included in our proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days prior to the meeting and no later than the close of business on the later of the following two dates:
90 days prior to the meeting; and 
10 days after public announcement of the meeting date.
You may contact our Secretary at our principal executive office for a copy of the relevant By-law provisions regarding the requirements for shareholder proposals. Our By-laws can also be accessed at http://ek.client.shareholder.com/supporting.cfm.
Q.     Who will pay the cost of this proxy solicitation?
A. We will bear all costs related to this proxy solicitation. We will reimburse brokerage houses and other custodians, nominees, trustees and fiduciaries representing beneficial owners of shares for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to such beneficial owners. Our directors, officers and employees may also solicit proxies and voting instructions in person, by telephone or other means of communication. These directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with these solicitations. In addition, we have retained Georgeson Inc. to assist us in delivering the Notice of Internet Availability or proxy materials, as applicable, for a fee of approximately $2,500, plus reasonable out-of-pocket expenses.
Q. What other information about us is available?
A. The following information is available on our website at http://ek.client.shareholder.com/supporting.cfm:
Corporate Responsibility Principles
Corporate Governance Guidelines
Business Conduct Guide
Eastman Kodak Company By-laws
Charters of the Board’s Committees (Audit and Finance Committee, Corporate Governance and Nominating Committee, and Executive Compensation Committee)
Directors’ Code of Conduct 
Board of Directors Policy on Recoupment of Executive Bonuses in the Event of Certain Restatements
Majority Vote Policy
Anti-Hedging and Pledging Policy
Related Party Transactions Policies and Procedures
Corporate Political Contributions and Expenditures Policy
Health, Safety and Environment Sustainability Reports are available on our website at www.kodak.com/go/sustainabilityreport
2015 Annual Report on Form 10-K is available on our website at http://ek.client.shareholder.com/financials.cfm
        You may request printed copies of any of these documents by contacting:
     Shareholder Services
     Eastman Kodak Company
     343 State Street
     Rochester, NY 14650-0251
     (585) 724-4053
     E-mail: shareholderservices@kodak.com

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        The address of our principal executive office is:
     Eastman Kodak Company
     343 State Street
     Rochester, NY 14650 

HOUSEHOLDING OF DISCLOSURE DOCUMENTS

We are sending a Notice of Internet Availability or set of proxy materials to each shareholder of record. This year, we have elected not to take advantage of the SEC’s householding rules that allowed us to deliver a single set of the Notice of Internet Availability or proxy materials to shareholders of record who share the same address. If you are a beneficial owner, your broker or other nominee may continue to send a single set of the Notice of Internet Availability or proxy materials to your household. Please contact your broker or other nominee if you wish to adjust your preferences regarding the delivery of the Notice of Internet Availability or proxy materials.

AUDIO WEBCAST OF ANNUAL MEETING

The Annual Meeting will be webcast live. If you have internet access, you can listen to the webcast by going to our Investor Center webpage at www.kodak.com/go/invest. This webcast is listen only. You will not be able to ask questions. The Annual Meeting audio webcast will remain available on our website for a short period of time after the Annual Meeting.

Information included on our website, other than our Proxy Statement and proxy card, is not part of the proxy solicitation materials.

PRINTED COPY OF 2015 ANNUAL REPORT ON FORM 10-K

We will provide you, without charge, upon request, a printed copy of our 2015 Annual Report on Form 10-K. To receive a printed copy of the 2015 Annual Report on Form 10-K, please contact:

Shareholder Services
Eastman Kodak Company
343 State Street
Rochester, NY 14650-0251
(585) 724-4053

E-mail: shareholderservices@kodak.com

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PROPOSAL 1

PROPOSAL 1 - ELECTION OF DIRECTORS

Our By-laws require us to have at least nine but no more than 13 directors. The number of directors, which is set by the Board, is currently nine. Mr. Clarke is the only director who is an employee of the Company.

The following nine directors are standing for re-election: Mark S. Burgess, Jeffrey J. Clarke, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett and Derek Smith. If elected, all of the nominees will serve a one-year term. Information about the director nominees is provided in the section entitled “Board of Directors” in this Proxy Statement.

If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board chooses a substitute, the shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of directors or elect a new director to fill the vacancy.

Director nominees are elected by a majority of votes cast. Each director nominee who receives more “FOR” than “AGAINST” votes cast for his or her election will be elected.

If a director nominee receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, the Board will decide whether to accept the irrevocable letter of resignation the nominee submitted as a condition of being nominated to the Board in accordance with our Majority Vote Policy.

The Board of Directors recommends a vote FOR the election of all the director nominees.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

DIRECTOR NOMINEES

The Corporate Governance and Nominating Committee (Governance Committee) and the Board seek to ensure that the Board is composed of members who bring an appropriate mix of skills and experience across a variety of disciplines, including strategic planning, organizational management, technology, corporate finance, mergers and acquisitions, marketing, digital technologies, public policy, economics, executive compensation, risk management, international operations, corporate governance and internal controls, each of which is an important area of responsibility for the Board and its committees.

The Board and the Governance Committee believe that each of the director nominees possesses important experience and skills that provide the Board with an optimal balance of leadership, competencies and qualifications in areas that are important to our company. Each of our director nominees has high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his skills and abilities to aid the long-term interests of our shareholders.

In addition to the biographical information in each director nominee’s profile below, the Board and Governance Committee considered the listed Key Experience, Skills and other Qualifications in its evaluation and determination to nominate each director for re-election.

 
MARK S. BURGESS
    

MARK S. BURGESS          Director since September 2013

Mark S. Burgess, 57, is the Chief Executive Officer of Signode Industrial Group (SIG), a manufacturer of packaging consumables, tools and equipment. Mr. Burgess joined SIG in March 2014 upon The Carlyle Group’s acquisition of SIG from Illinois Tool Works, Inc. Previously, Mr. Burgess served as the Chief Executive Officer of Graham Packaging Company, Inc. from January 2009 to April 2012 and served on its Board of Directors from February 2010 to April 2012. Prior to that, Mr. Burgess served as Graham Packaging’s Chief Financial Officer from December 2006 until May 2009, and Chief Operating Officer from April 2008 to December 2008. Mr. Burgess served as President and Chief Executive Officer, as well as Chief Financial Officer, of Anchor Glass Container Corporation from May 2005 until September 2006. He previously served as Executive Vice President and Chief Financial Officer of Clean Harbors Environmental Services, Inc. from April 2003 to April 2005. Between 1990 and 2003, Mr. Burgess held senior financial and operational management roles at JL French Automotive Castings and Trailmobile Corporation, and prior to that, he served as a Vice President at Chase Manhattan Bank. He holds a B.A. in Economics from Dickinson College and an MBA from the Fuqua School of Business at Duke University. Mr. Burgess currently serves as Chairman of the Clondalkin Group, a global manufacturer of flexible and specialty plastic packaging solutions, and is a former director of the Polymer Group, where he served from March 2011 to June 2013.

Key Experience, Skills and other Qualifications:

Mr. Burgess’ extensive experience in the packaging solutions industry directly relates to our technology and business. Mr. Burgess brings significant experience in the management, operations and governance of companies in this industry, all of which are critical in developing our strategic growth and market presence. Based on his managerial, financial and operational experience, Mr. Burgess contributes skills in corporate finance, marketing, and strategic planning. In addition, as a former chief financial officer of a public company, Mr. Burgess is well-versed and experienced in helping companies with accounting and internal controls guidance.

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JEFFREY J. CLARKE
    

JEFFREY J . CLARKE           Director since March 2014

Jeffrey J. Clarke, 54, is our Chief Executive Officer. Prior to joining us in March 2014, Mr. Clarke was a Managing Partner of Augusta Columbia Capital, a private investment firm he co-founded in 2012. From 2012 to 2014, Mr. Clarke was the Chairman of Travelport, Inc., a private, travel technology firm, where he served as Chief Executive Officer from 2006 to 2011, after leading its sale from Cendant Corporation to The Blackstone Group L.P. for $4.3 billion in 2006. Mr. Clarke was the Chief Operating Officer of CA, Inc. (now called CA Technologies), an enterprise software company, from 2004 to 2006. At CA, he was responsible for sales, services, distribution, corporate finance, mergers and acquisitions, information technology, corporate strategy and planning.

From 2002 to 2003, Mr. Clarke was Executive Vice President of Global Operations at Hewlett-Packard (HP). In this role, he was responsible for HP's worldwide supply chain, manufacturing, procurement and internet operations. He also co-led HP's merger integration with Compaq Computer. Prior to HP, Mr. Clarke was the Chief Financial Officer of Compaq Computer, which he joined in 1998 following the merger of Compaq with Digital Equipment Corporation (DEC). Mr. Clarke was with DEC from 1985 to 1998, serving in management roles in international operations, finance and manufacturing.

Mr. Clarke has served on the board of directors of Red Hat, Inc., an enterprise software company, since 2008. In March 2016, Mr. Clarke was appointed to the board of directors of Autodesk, Inc., a 3D design, engineering and entertainment software company. He served as Chairman of Orbitz Worldwide, Inc., a global online travel agency, after leading the company’s IPO in July 2007, until April 2014, and was also a director of the Compuware Corporation, an enterprise software company, from November 2013 until December 2014. Mr. Clarke served on the board of directors of Utstarcom, which designs and manufactures communications equipment, from 2005 to 2010.

Mr. Clarke earned an MBA from Northeastern University, where he serves as a Trustee. He holds a B.A. in Economics from SUNY Geneseo.

Key Experience, Skills and other Qualifications:

Mr. Clarke brings to the Board extensive experience in managing and operating digital technology companies, which is directly relevant to our business. He has in-depth knowledge and expertise in leading companies that are in growth and transformational stages and that conduct operations on a worldwide basis. Mr. Clarke’s extensive background in strategic business planning at companies that develop and distribute products and services in the technology sector benefits the Board and our company, as we seek to grow and sustain profitability as a technology company. Mr. Clarke also has a deep background in corporate finance and operations, and financial planning and strategies. Additionally, through his service on the boards of other public companies, he has developed expertise in governance and risk management.

 
 
JAMES V. CONTINENZA

JAMES V. CONTINENZA           Director since April 2013, Chairman since September 2013

James V. Continenza, 53, has extensive executive and board experience with high-tech companies and with companies that successfully emerged from or are in various stages of corporate restructuring. Since September 2012, Mr. Continenza has served as the Chief Executive Officer of TBC Holdings I, Inc., the parent company of The Berry Company, LLC, a holding company that acquires and manages advertising, marketing and technology companies that provide a wide range of digital and legacy leads-generating products to local and national advertisers. He served as the President of STi Prepaid, LLC, a telecommunications company, from June 2010 to February 2011. Mr. Continenza served as Interim Chief Executive Officer of Anchor Glass Container Corp., a leading manufacturer of glass containers, from September 2006 to December 2006. He served as President and Chief Executive Officer of Teligent, Inc., which provides communications services including voice, data, and internet access, from September 2002 to June 2004; served as its Chief Operating Officer from May 2001 to September 2002; and served as its Senior Vice President of Strategic Operations from September 2000 to May 2001. Mr. Continenza served as Chief Operating Officer of Arch Wireless, Inc., a wireless services provider, from September 2000 to September 2002. From April 1999 to September 2000, Mr. Continenza was the President and Chief Executive Officer of Lucent Technologies Product Finance, a global leader in telecom equipment, and served as its Senior Vice President of Worldwide Sales and Marketing from September 1997 to April 1999.

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In addition to his management experience, Mr. Continenza currently serves on the boards of NII Holdings, Inc. (since 2015), a provider of wireless communication services under the Nextel brand TM in Brazil, Neff Rental LLC (since 2014), an industrial and construction equipment rental company, and Tembec, Inc. (since 2008), a manufacturer of lumber-derived products,. Mr. Continenza also serves or has served on the boards of several private companies.

Key Experience, Skills and Other Qualifications:

Mr. Continenza has extensive experience in the management and governance of a wide range of companies, including technology companies, with a particular focus on companies that have undergone significant corporate restructuring. He brings to the Board expertise in operations, strategic planning, mergers and acquisitions, and executive compensation. In addition, Mr. Continenza brings corporate governance and risk management expertise to the Board through his past and current service as a board member of diverse companies.

 
 
MATTHEW A. DOHENY

MATTHEW A. DOHENY     Director since September 2013

Matthew A. Doheny, 45, currently serves as President of North Country Capital LLC, an advisory and investment firm focusing on board advisory assignments and investing in alternative investments, where he has served since 2011. Previously, Mr. Doheny served as Portfolio Manager of Fintech Advisory Inc., a fund focusing on operational turnarounds and undervalued securities, from June 2008 to October 2010. He previously served as Managing Director of the Distressed Assets Group of Deutsche Bank Securities Inc. from January 2000 to March 2008. Prior to his career with financial institutions, Mr. Doheny was an attorney in the Corporate Restructuring Departments of Orrick LLP and Kelley Drye & Warren and in the Business and Corporate Department of Hancock & Estabrook.

Mr. Doheny currently serves on the board of YRC Worldwide, Inc. (since July 2011) and Affinity Gaming (since May 2013) and has served on the boards of several private companies in the financial services and venture capital industries.

Key Experience, Skills and other Qualifications:

Based on his experience in financial restructuring and turnaround management, Mr. Doheny brings valuable skills to the Board as we seek to grow as a technology company. Mr. Doheny has valuable expertise in the areas of corporate finance, risk management and investments, along with the legal experience he brings to the Board.

 
 
JOHN A. JANITZ

JOHN A. JANITZ     Director since September 2013

John A. Janitz, 73, is the Co-Founder and Chairman of Evergreen Capital Partners, LLC, an investment firm that provides advisory services and co-invests with private equity sponsors under exclusive contractual arrangements. He served as Co-Managing Principal for Questor Management Company LLC, a turnaround capital investment firm that acquires underperforming or troubled companies, from 2003 to 2007. From 2001 to 2003, Mr. Janitz served as a consultant with JPMorgan Partners, Kidd Associates, Aurora Capital Partners, and Questor Management. Mr. Janitz served as President and Chief Operating Officer of Textron Inc. from 1999 to 2001. Mr. Janitz served as President, Chairman & Chief Executive Officer of Textron Automotive Company, which was a $2.9 billion full-service supplier of automotive interior and exterior trim, fuel systems, and functional components, from 1996 to 1999. He held a number of key executive positions with TRW, Inc., an international company providing advanced technology products and services to the automotive, space and defense, and information systems industry segments, from 1990 to 1996. Mr. Janitz served as President of Wickes Manufacturing Company from 1989 to 1990 and previously held a number of key executive positions with its predecessor company, Gulf & Western Industries, Inc., including Group President of its Industrial and Automotive Units. Mr. Janitz began his career at Ford Motor Company, where he held a variety of engineering and manufacturing positions.

Mr. Janitz currently serves on the board of STR Holdings, Inc. (since June 2007), a manufacturer of solar power module encapsulants and LoJack Corporation (since April 2015), a leading provider of tracking and recovery systems for valuable mobile assets. Mr. Janitz previously served on the board of Textron Inc. and Wickes Manufacturing Company and has also served on the boards of several privately-held companies.

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Key Experience, Skills and other Qualifications:

Mr. Janitz has held numerous executive positions with manufacturing and technology companies as well as financial institutions, all of which have contributed to his expertise in management, operations, and financial and strategic planning. His experience in leading companies with complex technologies and manufacturing operations, and that are in various stages of growth and development, is directly relevant to our business. Mr. Janitz has particular understanding of the challenges facing companies with global operations such as ours. Mr. Janitz also possesses skills in executive compensation practices, while he has developed strong corporate governance and risk management expertise based upon his service on the boards of numerous manufacturing, technology and other diverse companies.

 
 
GEORGE KARFUNKEL

GEORGE KARFUNKEL     Director since September 2013

George Karfunkel, 67, is currently the Chairman of Sabr Group, a consulting company. Mr. Karfunkel was a director, Senior Vice President and co-owner of American Stock Transfer & Trust Company, LLC, a stock transfer company, which he co-founded in 1971. Mr. Karfunkel is a co-owner of Worldwide TechServices, LLC, a computer maintenance and services company.

Mr. Karfunkel serves as vice chairman of Upstate Bank, a nationally-chartered community bank; a director of Berkshire Bank; and a director at AmTrust Financial Services, Inc.

Key Experience, Skills and other Qualifications:

Mr. Karfunkel has expertise in financial planning, investment strategies, cost structuring, and internal controls, all of which are relevant to our business. He also possesses skills in governance and risk management based upon his experience as a director on the boards of several financial and consulting institutions.

 
 
JASON NEW

JASON NEW     Director since September 2013

Jason New, 47, has been Senior Managing Director of The Blackstone Group L.P., a global investment and advisory firm, and Head of Special Situation Investing for GSO Capital Partners LP, a credit-oriented alternative asset manager, since 2005. Mr. New focuses on managing GSO's public investment portfolio with a specific emphasis on stressed and distressed companies and on sourcing direct special situation investment opportunities. He is a member of the GSO Investment Committee. Mr. New joined The Blackstone Group L.P. in 2008 in connection with its acquisition of GSO. Before joining GSO in 2005, Mr. New was a senior member of Credit Suisse's distressed finance group. Mr. New joined Credit Suisse in 2000 when it acquired Donaldson, Lufkin & Jenrette (DLJ), where he was a member of DLJ's restructuring group. Prior to joining DLJ in 1999, he was an associate with the law firm Sidley Austin LLP, where he practiced in the firm's corporate reorganization group.

Mr. New has served as a director of MPM Holdings Inc. since October 2014. Mr. New served as a director of Cheniere Energy, Inc. from August 2008 to December 2010 and as a director of Global Aviation Holdings Inc. from September 2009 to January 2012.

Key Experience, Skills and other Qualifications:

Mr. New is an expert in investment strategies and opportunities, with a particular focus on companies that have experienced distressed economic conditions or are in various stages of restructuring. He brings to the Board skills in developing creative financial solutions and strategies, which are critical to our ability to sustain growth and profitability as a technology company in a competitive environment. Mr. New is highly experienced in complex financial and investment transactions. He also has a legal background, which is useful in the governance and risk management issues facing our company.

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WILLIAM G. PARRETT
    

WILLIAM G. PARRETT           Director since November 2007

Mr. Parrett, 70, is a former Senior Partner of Deloitte & Touche USA LLP, a public accounting firm. Mr. Parrett retired in 2007. From 2003 to 2007, he served as the Chief Executive Officer of Deloitte Touche Tohmatsu (DTT). Prior to serving as Chief Executive Officer of DTT, he was Managing Partner of Deloitte & Touche USA since 1999. Mr. Parrett joined Deloitte in 1967 and served in a series of roles of increasing responsibility. Mr. Parrett is a certified public accountant licensed by the State of New York.

Mr. Parrett currently serves as a director of The Blackstone Group L.P., an investment and advisory firm; Thermo Fisher Scientific Inc., a provider of analytical and laboratory instruments and products; and UBS AG, a global financial services firm.

Key Experience, Skills and other Qualifications:

Mr. Parrett has extensive experience in corporate finance, operations, strategic planning and management of international operations. Mr. Parrett is highly skilled in the fields of auditing, accounting and internal controls, and risk management. In addition, through his service on other public company boards, Mr. Parrett brings to the Board significant experience in corporate governance and the regulatory framework in which public companies must operate.

 
 
DEREK SMITH

DEREK SMITH           Director since September 2013 

Derek Smith, 48, has been a Managing Partner and Co-chief Investment Officer at BlueMountain Capital Management, LLC, a diversified asset manager, since March 2014. From March 2008 until March 2014, he served as its Managing Partner and Senior Portfolio Manager. Prior to joining BlueMountain in 2008, Mr. Smith worked at Deutsche Bank, where he was a Managing Director of Global Credit Trading, managing investment grade and high-yield credit cash and derivatives desks for the United States and Europe. Before his career at Deutsche Bank, Mr. Smith spent nearly 15 years working in various aspects of the fixed income, derivatives and credit markets at Goldman Sachs, managing the U.S. government options desk as well as the investment grade credit cash and derivative desks. In 2005, Mr. Smith served as Chairman of the International Swaps and Derivatives Association (ISDA) Credit Derivatives Market Practice Committee.

Key Experience, Skills and other Qualifications:

Mr. Smith brings to the Board significant experience in a range of sophisticated areas of finance and investment strategies, which is directly relevant to our business strategies, liquidity management and overall financial objectives.


DIRECTOR INDEPENDENCE

The Board has determined that each of the following directors has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is independent under our Director Independence Standards and the NYSE’s independence standards: Mark S. Burgess, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett and Derek Smith. As our employee, Jeffrey J. Clarke, our Chief Executive Officer, is not independent. In determining the independence of the non-management directors, the Board considered Mr. Karfunkel’s shareholdings and the affiliations of Messrs. New and Smith, as affiliates of entities that hold an equity interest in our company (discussed under Certain Relationships and Related Transactions), and determined that such shareholdings and affiliations did not affect the independence of these directors.

The Board has adopted Director Independence Standards for use in determining whether a director is independent. The Director Independence Standards are consistent with NYSE independence standards. The Board also uses the NYSE independence standards in determining whether members of specific committees are independent. The Director Independence Standards are part of our Corporate Governance Guidelines, which are posted on our website at http://ek.client.shareholder.com/supporting.cfm .

BOARD LEADERSHIP STRUCTURE

The Board recognizes that one of its key responsibilities is to determine the most appropriate leadership structure for our company and to ensure independent oversight of management. James V. Continenza, an independent director, serves as our Chairman of the Board and Jeffrey J. Clarke serves as our Chief Executive Officer. The Board currently believes that it is

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appropriate to keep the roles of Chairman and Chief Executive Officer separate in order to best ensure independent oversight of our company and management.

COMMITTEES OF THE BOARD

The Board has established an Audit and Finance Committee, Executive Compensation Committee and Corporate Governance and Nominating Committee. We describe composition, functions and number of meetings of each of these committees held during 2015 below.

Board Committee Membership

Director Name Audit and Finance
Committee
Corporate Governance and
Nominating Committee
Executive Compensation
Committee
James V. Continenza Member Member
Mark S. Burgess Member
Matthew A. Doheny Member  
John A. Janitz Member Member
George Karfunkel Member
Jason New   Chair Member
William G. Parrett Chair
Derek Smith Member Chair
Total Meetings in 2015 6 2 5

Audit and Finance Committee

The current members of the Audit and Finance Committee are Mark S. Burgess, Matthew A. Doheny, George Karfunkel and William G. Parrett, Chair. The Audit and Finance Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Board has determined that all members of the Audit and Finance Committee are independent and financially literate under NYSE listing standards. The Board has also determined that William G. Parrett possesses the qualifications of an “audit committee financial expert,” as defined by SEC rules.

The Board has determined that William G. Parrett’s simultaneous service on the audit committees of three other public companies does not impair his ability to effectively serve on the Audit and Finance Committee.

The Audit and Finance Committee assists the Board in overseeing and making recommendations to the Board on such matters as: the integrity of our financial statements; our compliance with legal and regulatory requirements; our independent registered public accounting firm’s selection, qualifications, performance and independence; our systems of disclosure controls and procedures and internal controls over financial reporting; and the performance of our internal audit function. The Audit and Finance Committee charter is posted on our website at http://ek.client.shareholder.com/supporting.cfm .

Corporate Governance and Nominating Committee

The current members of the Corporate Governance and Nominating Committee (Governance Committee) are James V. Continenza, John A. Janitz, Jason New, Chair, and Derek Smith. The primary duties of the Governance Committee are to oversee our corporate governance, which includes the development of our Corporate Governance Guidelines, recommend individuals to the Board for nomination as members of the Board and its committees, determine director independence, lead the Board in its periodic review of Board performance and review “Interested Transactions” in accordance with our Related Party Transactions Policies and Procedures. The Governance Committee charter is posted on our website at http://ek.client.shareholder.com/supporting.cfm .

Executive Compensation Committee

The current members of the Executive Compensation Committee are James V. Continenza, John A. Janitz, Jason New and Derek Smith, Chair, all of whom the Board has determined are independent under NYSE listing standards.

The Executive Compensation Committee assists the Board in fulfilling its responsibilities in connection with the compensation of our Section 16 Executive Officers, including our named executive officers. The Executive Compensation Committee also reviews and makes recommendations to the Board from time to time regarding compensation of directors. The Executive Compensation Committee charter is posted on our website at http://ek.client.shareholder.com/supporting.cfm .

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For more information regarding the role of the Executive Compensation Committee and management in determining executive and director compensation, please see “Compensation Discussion and Analysis” and “Director Compensation” in this Proxy Statement.

The Executive Compensation Committee may delegate authority to one or more subcommittees or management as it deems fit. The Executive Compensation Committee has delegated limited authority to our Chief Human Resources Officer to assist in the administration of executive compensation and equity-based compensation plans. The Executive Compensation Committee has authorized the Chief Human Resources Officer to amend any executive compensation or equity-based compensation plan in which our named executive officers participate, other than to materially increase the benefits accruing to a participant under the plan, increase the number of shares available for issuance under the plan or substantially modify the requirements as to eligibility for participation under the plans. In addition, the Chief Human Resources Officer is authorized to amend any award agreement and related documents under the plans, other than to increase the benefits accruing to a participant.

EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Continenza, Janitz, New and Smith served as members of the Executive Compensation Committee during 2015. There were no Executive Compensation Committee interlocks between our company and other entities involving our executive officers and directors.

CORPORATE GOVERNANCE OVERVIEW

Ethical business conduct and good corporate governance are well established practices at Kodak. We practice good corporate governance and believe it to be a prerequisite to delivering sustained, long-term value to our shareholders. We continually monitor developments in the area of corporate governance to develop and implement best practices. Strong corporate governance is a fundamental goal of our Board.

Our Corporate Governance Guidelines reflect the principles by which our Board operates. From time to time, the Board reviews and revises our Corporate Governance Guidelines in response to regulatory requirements and evolving best practices. Our Corporate Governance Guidelines are posted on our website at http://ek.client.shareholder.com/supporting.cfm.

BUSINESS CONDUCT GUIDE AND DIRECTORS’ CODE OF CONDUCT

Our reputation and our brand have been built by more than a century of ethical business conduct. All of our employees, including the Chief Executive Officer, the Chief Financial Officer, the Controller, all other senior financial officers and all other Section 16 Executive Officers, as defined under Section 16 of the Securities Exchange Act of 1934, as amended (a Section 16 Executive Officer), are required to comply with our code of conduct, the “Business Conduct Guide.” We also have a Directors’ Code of Conduct. Our Business Conduct Guide and our Directors’ Code of Conduct are posted on our website at http://ek.client.shareholder.com/supporting.cfm.

GOVERNANCE PRACTICES

Meeting Attendance

Our Board has a Director Attendance Policy that is part of our Corporate Governance Guidelines, which are posted on our website at http://ek.client.shareholder.com/supporting.cfm. Under this policy, all of our directors are strongly encouraged to attend all Board meetings and our Annual Meeting of Shareholders. In 2015, the Board held a total of seven meetings. Each director attended more than 75% of the meetings of the Board and committees of the Board on which the director served. All of our directors, with the exception of Mr. Karfunkel, attended the Annual Meeting of Shareholders held on May 12, 2015.

Executive Sessions

Executive sessions of our non-management directors are chaired by our independent Chairman, James V. Continenza.

Communications with Our Board

Shareholders and interested parties who wish to communicate with the Board, the independent directors as a group or an individual director, may send an e-mail to our Chairman at chairman@kodak.com or may send a letter to our Chairman at P.O. Box 92894, Rochester, NY 14692. Our Chairman will forward communications he receives to the Board, the independent directors as a group or the individual director as directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to the Company or its business, or is similarly inappropriate. The Chairman has authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

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Consideration of Director Candidates

The Governance Committee will consider nominations for director candidates recommended by its members, other Board members, management, shareholders and the search firms it retains. The Governance Committee reviews all potential candidates under our Director Selection Process and Qualification Standards described below.

Shareholders wishing to recommend candidates for consideration by the Board may do so by providing the following information, in writing, to the Corporate Governance and Nominating Committee of the Board, c/o Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0224: 1) the name, address and telephone number of the shareholder making the request; 2) the number of shares owned, and, if such person is not a shareholder of record or if such shares are held by an entity, reasonable evidence of such person’s ownership of such shares or such person’s authority to act on behalf of such entity; 3) the full name, address and telephone number of the individual being recommended, together with a reasonably detailed description of the background, experience and qualifications of that individual; 4) a signed acknowledgement by the individual being recommended that he or she has consented to: a) serve as director if elected and b) the company undertaking an inquiry into that individual’s background, experience and qualifications; 5) the disclosure of any relationship of the individual being recommended with the company, whether direct or indirect; and 6) if known to the shareholder, any material interest of such shareholder or individual being recommended in any proposals or other business to be presented at the next Annual Meeting of Shareholders (or a statement to the effect that no material interest is known to such shareholder).

Director Selection Process and Qualification Standards

When reviewing a potential candidate for the Board, the Governance Committee looks to whether the candidate possesses the necessary qualifications to serve as a director. To assist it in these determinations, the Governance Committee has adopted Director Qualification Standards and a Director Selection Process, which are posted as part of our Corporate Governance Guidelines on our website at http://ek.client.shareholder.com/supporting.cfm.

The Director Qualification Standards specify the minimum qualifications that a nominee must possess in order to be considered for election as a director. These minimum qualifications, as more fully described in our Director Qualification Standards, include integrity, reputation, judgment, knowledge, experience, maturity, commitment, skills, track record, diversity, age, independence and ownership stake. If a candidate possesses these minimum qualifications, the Governance Committee, in accordance with its Director Selection Process, will then consider the candidate’s qualifications in light of the needs of the Board and our company at that time, given the then-current mix of director attributes. As provided in our Corporate Governance Guidelines, the Governance Committee seeks to create a multi-disciplinary Board that, as a whole, is strong in both its knowledge and experience. The Governance Committee generally uses the services of a third-party executive search firm when identifying and evaluating possible nominees for director. This firm assists in identifying candidates who meet skills and qualifications specified by the Governance Committee. The Board has a mandatory retirement age of 72, unless an extension is approved by the Board, but in no event above age 75. In February 2016, the Board approved a waiver of the mandatory retirement age for Mr. Janitz for a one-year period.

Although the Governance Committee does not have a formal policy regarding the consideration of diversity in the selection of candidates, the Governance Committee considers diversity when evaluating possible nominees under our Director Qualification Standards, which provide that the Board should be a diverse body, with diversity reflecting gender, ethnic background, country of citizenship and professional experience. In addition, the Governance Committee and the Board evaluate diversity as part of the Board’s annual evaluation process.

Strategic Role of Board

The Board plays a key role in developing, reviewing and overseeing the execution of our business strategy. The Board receives progress reports from management throughout the year on the implementation of the strategic plan, including business segment performance and strategy reviews for each of our key businesses, product line reviews and presentations regarding research and development initiatives and our intellectual property portfolio.

Succession Planning

The entire Board reviews our succession plans for our Chief Executive Officer and other key senior management positions and oversees our activities in the areas of leadership and executive development. To assist the Board, management periodically reports to the Board on succession planning to ensure that it is a continuous and ongoing effort.

Majority Voting for Directors

Our By-laws provide for majority voting in uncontested director elections.

We also maintain a Majority Vote Policy that requires a director nominee, in connection with his or her nomination to the Board, to submit a resignation letter in which the director nominee irrevocably elects to resign if he or she fails to receive the required

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majority vote in the next election and the Board accepts the resignation. The policy requires the Board to nominate for election or re-election as a director only those candidates who agree to execute such a letter upon his or her nomination. The Majority Vote Policy is posted on our website at http://ek.client.shareholder.com/supporting.cfm.

If a director nominee fails to receive a majority vote in an uncontested election, the Majority Vote Policy provides that the Governance Committee will consider the resignation letter and recommend to the Board whether to accept it. The Governance Committee, in making its recommendation to the Board, and the Board, in reaching its decision, may consider relevant factors, including any stated reason why shareholders voted against the election of the director, the director’s qualifications, the director’s past and expected future contributions to us, the overall composition of the Board and whether accepting the resignation letter would cause us to fail to comply with any applicable rule, such as the NYSE’s listing standards.

The policy provides that the Board will act on the Governance Committee’s recommendation and publicly disclose its decision whether to accept the director’s letter of resignation within 90 days following the certification of the shareholder vote. If the letter of resignation is not accepted by the Board within this 90-day period, the resignation will not be effective until the next Annual Meeting.

All nine director nominees standing for election at the Annual Meeting have submitted an irrevocable letter of resignation as a condition of nomination pursuant to the Majority Vote Policy.

Risk Management

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of our objectives, including strategic objectives, to improve long-term performance and enhance shareholder value. A fundamental part of risk management is not only identifying and prioritizing the risks we face and monitoring the steps management is taking to manage those risks, but also determining the level of risk that is appropriate for us. As an integral part of its review and approval of our strategic plan, the Board considers the appropriate level of risk that is acceptable. Through this process, the Board assesses risk throughout the company, focusing on four primary risk categories: strategic, operational, legal/compliance and financial reporting. The Audit and Finance Committee is responsible for reviewing the results of our enterprise risk assessment on an annual basis. The Board also receives reports on management’s progress in mitigating key risks.

The Board has delegated to its committees responsibility for the oversight of risk management in specific risk areas. For example, in 2015, the committees of the Board oversaw:

Risk management relating to our financial reporting (including internal controls).

Risk management relating to our compensation programs and awards.

Risk management relating to our capital structure. 

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REPORT OF THE AUDIT AND FINANCE COMMITTEE

Management is responsible for our internal control over financial reporting, disclosure controls and procedures, and preparation of our consolidated financial statements. Our independent registered public accounting firm (independent accountants), PricewaterhouseCoopers LLP (PwC), is responsible for performing an independent audit of the consolidated financial statements and of our internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and for issuing a report of the results. As outlined in its charter, the Audit and Finance Committee is responsible for overseeing these processes.

During 2015, the Audit and Finance Committee met and held discussions with management and the independent accountants on a regular basis. Management represented to the Audit and Finance Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit and Finance Committee reviewed and discussed the audited consolidated financial statements and significant accounting matters with management and the independent accountants.

The Audit and Finance Committee discussed with the independent accountants the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees,” as adopted by the PCAOB. The Audit and Finance Committee has received from the independent accountants the written disclosures and letter required by the applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit and Finance Committee concerning independence. The Audit and Finance Committee discussed with the independent accountants their independence.

The Audit and Finance Committee also received reports from our Chief Compliance Officer on the implementation and effectiveness of our compliance program.

The Audit and Finance Committee discussed with the director of internal audit and independent accountants the plans for their audits. The Audit and Finance Committee met with the director of internal audit and independent accountants, with and without management present. The director of internal audit and independent accountants discussed with or provided to the Audit and Finance Committee the results of their examinations, their evaluations of our internal control over financial reporting, disclosure controls and procedures, and the quality of our financial reporting.

Based on these reviews, discussions and reports, the Audit and Finance Committee recommended that the Board approve the audited financial statements for inclusion in our Annual Report on Form 10-K for the year ended December 31, 2015, and the Board accepted the Audit and Finance Committee’s recommendations.

The Audit and Finance Committee, with the approval of the Board and the ratification of our shareholders, appointed PwC as our independent accountants in 2015. In addition, the Audit and Finance Committee approved certain non-audit services provided by PwC and the estimated budget for those services. The Audit and Finance Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy.

     William G. Parrett, Chair
     Mark S. Burgess
     Matthew A. Doheny
     George Karfunkel

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EXECUTIVE COMPENSATION

REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

The Executive Compensation Committee (the Committee) has reviewed and discussed with management the following Compensation Discussion and Analysis prepared by the Company.

Based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

     Derek Smith, Chair
     James V. Continenza
     John A. Janitz
     Jason New

COMPENSATION DISCUSSION AND ANALYSIS

Our Named Executive Officers

This Compensation Discussion and Analysis discusses compensation awarded to, earned by, or paid to the following named executive officers during 2015 (whom we sometimes refer to as NEOs):

Jeffrey J. Clarke , Chief Executive Officer.
 
John N. McMullen , Chief Financial Officer and Executive Vice President.
 
Brad W. Kruchten , President, Print Systems Division and Senior Vice President.
 
Philip Cullimore , President, Enterprise Inkjet Systems Division, President, Micro 3D Printing and Packaging, and Senior Vice President.
 
Eric-Yves Mahe , President, Software and Solutions Division and Senior Vice President.

EXECUTIVE SUMMARY

2015 Business Highlights

2015 was the second full calendar year subsequent to our emergence from Chapter 11 reorganization. We have continued our transformation to a profitable and sustainable company. Our executive compensation programs are designed to provide appropriate incentives to our leaders to achieve this business transformation.

Kodak’s strategy is to:

Use Kodak’s divisional structure to drive accountability, transparency, and speed of decision making;
 
Focus product investment in growth engines - Sonora, Prosper, Flexcel NX Packaging, Micro 3D Printing and Software and Services;
 
Maintain stable market leadership position and cash flows associated with Print Systems;
 
Manage the expected decline in and maximize cash generated by mature businesses;
 
Continue to streamline processes to drive cost reductions and improve operating leverage; and
 
Continue to explore opportunities to monetize the asset base.

Our results demonstrated significant progress on our strategy. In particular, we achieved the following operating results for the year ended December 31, 2015:

Strong 2015 operating performance, with net loss improving from $123 million in 2014 to $80 million in 2015.
 
Exceeded 2015 Full Year earnings guidance.
 
Reduction in GAAP SG&A and R&D of $117 million year over year.
 
Total Company Full Year 2015 Revenues were $1.798 billion, near the low end of external guidance primarily due to a greater than expected negative impact of foreign exchange.

Our quality of earnings and profile of growth businesses has improved meaningfully
 
Growth businesses represent 22% of 2015 total Company revenues, up from 16% of 2014 total Company revenues. Highlights include:

In the Micro 3D Printing and Packaging Division, 26% year over year volume growth of KODAK FLEXCEL NX packaging plates.

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In the Printing Systems Division, 50% year-over-year volume growth in KODAK SONORA Process Free Plates.
 
In the Software and Solutions Division, total revenue growth of 12% on a constant currency basis, (1) or 4% on a GAAP basis.
 
In the Enterprise Inkjet Solutions Division, KODAK PROSPER year-over-year revenue growth of 40% on a constant currency basis, or 35% on a GAAP basis.
(1) The impact of foreign exchange represents the 2015 foreign exchange impact using average foreign exchange rates for 2014 rather than the actual exchange rates in effect for the respective period in 2015. Change in revenue growth on a constant currency basis is a non-GAAP financial measure. Please see Exhibit A for a reconciliation to the most directly comparable measures prepared in accordance with GAAP.

In 2015, our compensation awards to our named executive officers reflected both the progress we made in our business transformation strategy and the areas where our results did not meet our performance goals.

Annual Variable Pay (EXCEL)

For 2015, we provided our named executive officers an annual variable incentive opportunity, known as Executive Compensation for Excellence and Leadership (EXCEL). Payouts under EXCEL are based on a formula that represents results achieved against Company performance metrics. All named executive officers earned a 2015 EXCEL award. For 2015, the Committee determined that awards would be payable in restricted stock units, and applied negative discretion to reduce the payout percentages to limit dilution in the Company’s outstanding stock ownership due to the decline in the Company’s stock price over the period following the approval of EXCEL for 2015. In addition, Mr. Clarke requested that no payment of his 2015 EXCEL award be made to him to allow for allocation of the amount which he would otherwise be paid to other participants in EXCEL (excluding our named executive officers and other Section 16 officers) for 2015. Although the Committee was willing to approve payment to Mr. Clarke of his 2015 EXCEL award, the Committee honored Mr. Clarke’s request and approved no payment of his 2015 EXCEL award to him.

Please see the discussion following “Annual Variable Pay: Executive Compensation for Excellence and Leadership (EXCEL)” beginning on page 23 for more information regarding our EXCEL program.

Long-Term Incentives

In 2015, as provided in his employment agreement, Mr. Clarke received a grant of equity in the form of stock options. Also, as provided in their respective employment agreements, Messrs. McMullen, Kruchten, Cullimore and Mahe each received a grant of equity, with one-half of the grant in the form of restricted stock units and the other half of the grant in the form of stock options. In addition, Mr. Mahe received an additional grant of equity in 2015 in recognition of the significant expansion of his role since he joined the Company, with one-half of the grant in the form of restricted stock units and the other half of the grant in the form of stock options.

Please see “Long-Term Incentive Compensation” on page 26 for more information on these awards.

Best Practices

We continually evaluate best practices in executive compensation and governance and consider modifications to our executive compensation programs that support our business strategies, provide an appropriate balance of risk and reward for our named executive officers, and align their compensation with long-term shareholder interests. Key compensation and governance practices include:

Prohibition on Hedging and Pledging. Our executive officers and directors are prohibited from engaging in any hedging or pledging transactions involving our equity securities. Please see “Restrictions on Hedging and Pledging” on page 29 for a description.
 
Share Ownership Guidelines . Our executive officers and directors are subject to share ownership guidelines. Executive officer share ownership guidelines were adopted on May 12, 2015. Director share ownership guidelines were adopted on August 11, 2015. Please see “Share Ownership Guidelines” on page 29 for a description of executive officer guidelines and page 47 for a description of director guidelines.
 
Recoupment (“Clawback”) Policy. We have a policy requiring the recoupment of performance-based bonuses paid to named executive officers in the event of certain financial restatements. Please see “Recoupment (“Clawback”) Policy” on page 29 for a description.
 
Double-Trigger Change in Control Benefits. Not all arrangements with our named executive officers provide change in control benefits, but those that do contain a “double trigger” provision, which requires that the named

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executive officer experience a qualifying termination following a change in control in order to receive change in control benefits. Please see “Change in Control Arrangements” on page 28 for a description.
 
No Change in Control Excise Tax Gross-Ups. None of our compensation arrangements provide for a gross-up to our named executive officers for any excise taxes incurred by them upon a change in control.

DETERMINING EXECUTIVE COMPENSATION

Compensation Philosophy

Our compensation philosophy is to provide a compensation and reward program that:

Attracts, retains and motivates outstanding talent required to achieve our business objectives;
 
Drives profitable growth and increases shareholder value;
 
Incentivizes and rewards success in a diverse set of businesses;
 
Rewards both company and individual performance;
 

Provides an external market-based competitive compensation structure (base salary, variable pay and long-term incentives); and

 
Supports a corporate culture of customer focus, innovation, accountability, collaboration, agility, transparency and integrity.

The guiding principles for our compensation philosophy are:

Market competitiveness: aggregate total direct compensation (base salary, variable pay and long-term incentive) should be near the market median, with flexibility to pay above the median where necessary to attract and retain specific talent. Please see “Elements of Compensation” beginning on page 22 for more details on each element of compensation, its objective and its key features.

 

Reinforce a performance-based culture: create greater line-of-sight and reward for divisional performance, with significant performance-based differentiation.

Role of the Committee

The Committee annually reviews and approves goals and objectives relevant to the compensation of the CEO and evaluates, in conjunction with the full Board, the CEO’s performance in light of those goals and objectives, and sets the CEO’s individual elements of total compensation based on this evaluation. The Committee also approves all compensation and awards, including each component of total compensation, for each of our named executive officers and other Section 16 officers.

Role of the CEO and Management

Our CEO makes recommendations to the Committee regarding each compensation element for our named executive officers (other than the CEO himself), and reviews and discusses any changes to such compensation with the Committee. With respect to our performance-based plans, management (including our CEO and our CFO) develops performance goals based upon our strategic and operational imperatives and then proposes such performance goals to the Committee for its consideration. No member of management (including our CEO and our CFO) participates in the determination of his or her own compensation.

Role of the Compensation Consultant

During 2015, the Committee continued to engage Lyons, Benenson & Company Inc. (Lyons Benenson), a compensation consultant, to assist the Committee. Lyons Benenson attends all Committee meetings and makes recommendations regarding director and officer compensation. During 2015, the Board approved a new compensation structure for our directors, as well as director stock ownership guidelines, based on the recommendation of Lyons Benenson, as discussed further under “Director Compensation” beginning on page 46. In addition, during 2015, the Committee approved a new officer severance policy, as well as executive officer share ownership guidelines, based on the recommendation of Lyons Benenson, as discussed further under “Severance Arrangements” beginning on page 27, and “Program Governance” on page 29, respectively. Lyons Benenson did not provide any other services to the Company during 2015.

Use of Market Reference Data

We review national survey data to provide a competitive frame of reference for compensation decisions and we compare the compensation of our named executive officers to the market median as a reference point to assist us in evaluating the competitiveness of their compensation. However, we do not necessarily adjust the compensation of any named executive officer to any specific percentile or other absolute measure.

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We use national survey data as a reference because it offers a reasonable representation of the cost to hire and retain talent. We compare our compensation to the market median as a reference because it enables us to attract and retain high quality talent and ensures that our executives generally receive competitive levels of compensation. In 2015, we used the Aon Hewitt U.S. Total Compensation Measurement (TCM™) Survey, the Towers Watson Compensation Data Bank (CDB) General Industry Executive Compensation Survey – US, the Radford Global Technology Survey and the Radford Global Sales Survey.

Our peer group consists of selected companies drawn from a broad group of public companies from similar industries (commercial services and supplies, IT services, media, software and technology hardware, and storage and peripherals) that meet minimum performance tests and have similar business models to ours. The companies considered for the peer group had to (1) be incorporated in the United States, (2) be traded on a stock exchange in the U.S., (3) have revenues between $1.2 billion and $6.6 billion, and (4) be categorized in a complementary GICS Sub-Industry. We then considered the total return, business alignment and other financial measurements of the companies in the selected group in order to achieve a group with closer alignment to us. In 2014, we approved a peer group consisting of the 15 companies listed below. In 2015, we continued to assess our NEO compensation levels against the Committee-approved peer group.

3D Systems Corporation Electronics for Imaging, Inc. Quad/Graphics, Inc.
Adobe Systems Incorporated Lexmark International, Inc. SanDisk Corporation
Advanced Micro Devices, Inc. Nuance Communications, Inc. Silicon Graphics International Corp.
ARRIS Group, Inc. NVIDIA Corporation Synopsis, Inc.
Ciena Corporation OmniVision Technologies, Inc. Xilinx, Inc.

We compared the base salaries of our named executive officers to those of comparable positions within our peer group, as well as survey market data, in late 2015, but did not make any changes to the base salaries of our named executive officers. We may use the peer group, as well as survey market data, as a competitive frame of reference for compensation decisions in the future.

ELEMENTS OF COMPENSATION

We use base salary, annual variable pay and long-term incentives as our primary elements of direct compensation to be competitive with market practice. These elements have the following objectives and features:

Compensation Element Objective Key Features
Base Salary Provide a regular source of income to our named executive officers to compensate them for fulfilling the regular duties and responsibilities of their positions. We typically review base salaries annually, but do not automatically increase salaries. Rather, base salaries are adjusted only if deemed appropriate by us in consideration of: (1) experience; (2) responsibilities; (3) the importance of the position relative to our other senior management positions; (4) external relative scope or changes in the competitive marketplace; and (5) years elapsed since the last base salary change. Any change in an executive’s base salary will affect an executive’s target opportunity under our annual variable pay plan, which is based on a percentage of base salary.
Annual Variable Pay (EXCEL) Drive the annual performance of our named executive officers to align their financial interests with our business strategy and the interests of our shareholders. Annual variable pay is considered at risk. Payouts are based on a formula that represents results achieved against performance metrics.
Long-Term Incentives (restricted stock units and stock options) Align executive compensation with shareholder interest; create incentives for executive retention; encourage long-term performance; and promote stock ownership. Our long-term incentives are mainly in the form of equity-based compensation awards, which tie our named executive officers’ wealth creation to the performance of our stock and provide a retention incentive with multi-year vesting schedules.

Additionally, we provide indirect compensation to our named executive officers that includes retirement benefits (except Mr. Mahe), severance protection and limited perquisites. Our U.S. named executive officers are also eligible to participate in the benefit plans and programs that are generally available to our U.S. employees. Mr. Cullimore participates in the benefit plans, policies and arrangements (other than severance) that are provided to similarly situated executives in Switzerland. Mr. Mahe participates in the benefit plans, policies and arrangements (other than severance) that are provided to employees under local

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Singapore practice. Please see “Other Compensation” beginning on page 27 for more information on the indirect compensation of our named executive officers.

2015 COMPENSATION DECISIONS

Base Salary

The annual base salary rate for each named executive officer in 2015 is set forth in the “2015 Annual Base Rates and 2015 EXCEL Target Opportunities” table below. No changes were made to the base salaries of our named executive officers during 2015.

Annual Variable Pay: Executive Compensation for Excellence and Leadership (EXCEL)

For 2015, we provided an annual variable incentive opportunity to drive annual performance aligned to success in our business strategy, known as Executive Compensation for Excellence and Leadership (EXCEL). Payouts under EXCEL are based on a formula that represents results achieved against performance metrics. The maximum award for any named executive officer is the lesser of 10% of the EXCEL aggregate award pool (without discretion), 500% of the named executive officer’s base salary on the last day of the previous year, or $5 million. We may not exercise positive discretion to increase the size of a named executive officer’s award above the maximum award level established under EXCEL.

We assign target opportunities under EXCEL based on a percentage of base salary. In establishing the target percentages, we reference market total target compensation data to determine whether base salary and variable pay opportunities are competitive with the market. It is important that both the total target compensation and the mix between base salary and annual variable pay are competitive. The target variable pay opportunities for Messrs. Clarke, McMullen and Mahe were determined as part of their contract negotiations when they were hired during 2014.

No adjustments were made to the target variable pay opportunities for any named executive officer in 2015.

The following table shows the 2015 annual base salary rates and the 2015 full-year EXCEL target opportunity as a percentage of base salary for each of our named executive officers:

2015 Annual Base Rates and 2015 EXCEL Target Opportunities

Name Annual Base Salary Rate EXCEL % Target Opportunity EXCEL $ Target Opportunity
J.J. Clarke $1,000,000 100%   $1,000,000  
J.N. McMullen   $600,000 75% $450,000  
B.W. Kruchten $465,000   75%   $348,750
P. Cullimore (1) $561,703 50% $280,851
E. Mahe (2) $436,830 50% $218,415
(1) Mr. Cullimore’s base salary is CHF 540,000. The amount shown was converted from Swiss francs to U.S. dollars using a 2015 average exchange rate of 1.040190.
(2) Mr. Mahe’s base salary is SGD 600,000. The amount shown was converted from Singapore dollars to U.S. dollars using a 2015 average exchange rate of 0.72805.

EXCEL Design and Performance Results

Performance Gates

For 2015, we established performance gates as part of the EXCEL program, which provided that no payments under EXCEL would be made unless the performance gates were satisfied. The performance gates for 2015 were: (a) compliance with our financial covenants contained in the September 3, 2013 exit financing arrangements, and (b) Operational EBITDA for 2015 of at least $110 million. We used these performance gates to ensure that no award would be earned absent financial covenant compliance and a minimum level of Operational EBITDA.

Performance Metrics Design and Results

We used Company-wide metrics for the 2015 EXCEL performance period so that the 2015 EXCEL metrics would align to our external guidance, which is reported on a Company-wide basis. The performance factors, associated weights, performance metrics and adjustments are set forth in the following tables.

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Component 1 Performance Factor
(50% weighting)
Weight Threshold (50%) Target (100%) Stretch (200%)
Revenue 50% $1,800M $1,890M N/A
Operational EBITDA 50% (1) $110M $120M $168M
(1) The portion of Operational EBITDA performance above target is weighted 100%.

Component 2 Performance Factor
(50% weighting)
Weight Threshold (0%) Target (100%) Stretch (200%)
Cash Proceeds from One-Time or Unplanned Non-Operational EBITDA Items 100% $0M $80M $160M

We selected Revenue and Operational EBITDA as the performance factors for Component 1 to maintain focus on earnings from our operational performance while also driving growth through a focus on our revenue. Operational EBITDA is a non-GAAP measure. The reasons for using non-GAAP measures and reconciliations of non-GAAP measures to the most closely comparable GAAP measures are presented in Exhibit A to this Proxy Statement.

We selected cash proceeds from one-time or unplanned non-Operational EBITDA items as the performance factor for Component 2 to incentivize potential transactions that would benefit the Company.

We established the targets based on our annual commitment plan for 2015, and we used payout slopes that generally reflected a combined performance under the associated metrics so the under-performance of one metric would offset any over-performance in another metric. Within Component 1, any portion of Operational EBITDA performance above Target is weighted 100%. However, Component 1 is weighted against Component 2, so any under-performance in Component 2 would still offset any over-performance in Component 1.

Determination of 2015 Named Executive Officer EXCEL Awards

Achievement of the Performance Gates

The performance gates for 2015 EXCEL awards were achieved given that we complied with the financial covenants contained in the September 3, 2013 exit financing arrangements and achieved Operational EBITDA of at least $110 million.

Actual Performance: Component 1 (50% Weighting)

As shown in the following table, the 2015 payout percentage for Component 1 was 54.2% because the result for the Revenue performance factor was below the threshold amount, but the result for the Operational EBITDA performance factor was above the target amount. (The Payout Percentage for Component 1 specified in the table does not include the application of the associated 50% weighting.)

Performance Factor Weight Threshold (50%) Target (100%) Stretch (200%) Result Payout %
Revenue   50%     $1,800M     $1,890M   N/A   $1,798M   0.0%
Operational EBITDA 50% (1) $110M $120M $168M $122M 104.2%
Payout Percentage for Component 1 54.2% (1)
(1) The portion of Operational EBITDA performance above target is weighted 100%.

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Actual Performance: Component 2 (50% Weighting)

As shown in the following table, the 2015 payout percentage for Component 2 was 1.4% because the result for Cash Proceeds from One-Time or Unplanned Non-Operational EBITDA Items was above the threshold amount, but below the target amount. (The Payout Percentage for Component 2 specified in the table does not include the application of the associated 50% weighting.)

Performance Factor Weight Threshold (0%) Target (100%) Stretch (200%) Result Payout %
Cash Proceeds from One-Time or Unplanned Non-Operational EBITDA Items 100% $0M $80M $160M $1.16M 1.4%
Payout Percentage for Component 2 1.4%

2015 EXCEL Actual Performance Weighted Payout Percentage

Component Weight Component % Payout %
1 50% 54.2% 27.1%
2 50% 1.4% 0.7%
Payout Percentage 27.8%

Discretionary Reduction in 2015 EXCEL Payout Percentage

In determining the payouts to our executives (including our named executive officers) of their 2015 EXCEL awards, the Committee, working with management, determined that awards would be payable in equity, and used its discretion to reduce the payout percentages to limit dilution in the Company’s outstanding stock ownership due to the decline in the Company’s stock price over the period following the approval of EXCEL for 2015. Therefore, the Committee exercised its discretion and made a preliminary adjustment to reduce the 2015 EXCEL payout percentage determined under the performance formula of 27.8% to a preliminary payout percentage of 16.8%. This preliminary payout percentage was further adjusted for certain named executive officers, as detailed below, with such adjusted percentages determined holistically, based on the recommendation of the CEO and what the Committee believed to be an appropriate payout percentage in light of divisional performance. The Committee then applied negative discretion to reduce the payout percentage determined under the performance formula of 27.8% to the actual payout percentage for each named executive officer specified in the table below under “EXCEL Awards Paid to NEOs (Other Than CEO) for 2015.”

CEO Request to Waive Payment of His 2015 EXCEL Payout

As shown in the table below, based on our 2015 performance and after the discretionary reduction in the payout percentage by the Committee, our CEO earned an EXCEL payment for 2015 of $168,000. However, Mr. Clarke requested that no payment of his 2015 EXCEL award be made to him to allow for the allocation of his earned amount to other participants in our 2015 variable incentive arrangements (excluding our named executive officers and other Section 16 officers). Although the Committee was willing to approve payment to Mr. Clarke of his 2015 EXCEL award for an amount of $168,000, the Committee honored Mr. Clarke’s request and did not approve payment of his 2015 EXCEL award to him.

Name Payout
%
EXCEL
Target
Opportunity
2015 EXCEL Award
Earned
2015 EXCEL Award
Paid at CEO
Request
J.J. Clarke 16.8% $1,000,000 $168,000 $0

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EXCEL Awards Paid to NEOs (Other Than CEO) for 2015

As shown in the table below, based on our 2015 performance and after the discretionary reduction in the payout percentages by the Committee, our named executive officers (other than the CEO) earned an EXCEL payment for 2015, and the earned amount was paid to each.

Name Payout
%
EXCEL Target
Opportunity
2015 EXCEL Award
Earned
2015 EXCEL Award
Paid
(1)
J.N. McMullen 16.8% $450,000 $75,600 $75,602
B.W. Kruchten 16.0% $348,750 $55,800 $55,808
P. Cullimore (2)   5.4% $280,851 $15,166 $15,177
E. Mahe (3) 18.3% $218,415 $39,970 $39,973
(1) Payment of 2015 EXCEL awards was made by granting participants fully vested RSUs, with the number of shares determined by dividing the specified amount by the closing price of our stock of March 18, 2016 ($12.41). The RSUs granted to our NEOs in payment of their 2015 EXCEL awards were for the following number of shares: Mr. McMullen, 6,092 shares; Mr. Kruchten, 4,497 shares; Mr. Cullimore, 1,223 shares and Mr. Mahe, 3,221 shares; and will be paid in April 2016.
(2) Amounts shown for Mr. Cullimore were converted from Swiss francs to U.S. dollars using a 2015 average exchange rate of 1.040190.
(3) Amounts shown for Mr. Mahe were converted from Singapore dollars to U.S. dollars using a 2015 average exchange rate of 0.72805.

Long-Term Incentive Compensation

Long-term incentives, mainly in the form of equity, are a significant part of our compensation program for our named executive officers.

As provided in his employment agreement, Mr. Clarke received a grant of stock options under the Eastman Kodak Company 2013 Omnibus Incentive Plan in 2015 on the first anniversary of the effective date of his employment agreement with a grant date value of $1 million, and which vest one-third upon the first, second and third anniversary of the grant date. Under his employment agreement, Mr. Clarke also received stock options in 2016 with a grant date value of $1 million on the second anniversary of the effective date of his employment agreement, which will also vest one-third upon the first, second and third anniversary of its grant date.

Under their respective employment agreements, Messrs. McMullen, Kruchten and Cullimore are entitled to receive an annual long-term incentive award with a grant date value of $1 million, $840,000 and $200,000, respectively. As provided in their respective employment agreements, Messrs. McMullen, Kruchten and Cullimore received a grant of equity under the Eastman Kodak Company 2013 Omnibus Incentive Plan in 2015, with one-half of the grant date value in the form of restricted stock units (RSUs) and the other half of the grant date value in the form of stock options. These restricted stock units and stock options vest one-third upon the first, second and third anniversary of their respective grant dates.

Under his employment agreement, Mr. Mahe is entitled to receive an annual long-term incentive award with a grant date value of $250,000. As provided in his employment agreement, Mr. Mahe received a grant of equity under the Eastman Kodak Company 2013 Omnibus Incentive Plan on April 28, 2015, with one-half of the grant date value in the form of restricted stock units and the other half of the grant date value in the form of stock options. These restricted stock units and stock options vest one-third upon the first, second and third anniversary of their respective grant dates. On May 12, 2015, in recognition of the significant expansion of his role since he joined the Company, the Committee granted Mr. Mahe an additional incremental equity award with a grant date value of $100,000, with one-half of the grant date value in the form of restricted stock units and the other half of the grant date value in the form of stock options. These restricted stock units and stock options vest one-third upon the first, second and third anniversary of their respective grant dates. At the same time, the Committee also determined that Mr. Mahe’s annual long-term incentive award for future years (beginning in 2016) will have a grant date value of $350,000, instead of the $250,000 grant date value specified under his employment agreement. The amounts of the additional equity award for 2015 and the adjustment to Mr. Mahe’s annual long-term incentive awards for future years were determined based on the target award opportunities of other executives with similar roles and responsibilities.

Please see the “Grants of Plan-Based Awards Table” on page 34 for the number and grant date fair value of these equity awards.

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OTHER COMPENSATION

Tax-Qualified Retirement Plans: KRIP and SIP

We offer tax-qualified retirement plans in the U.S. that are designed and intended to attract and retain employees. Our tax-qualified defined benefit plan, comprised of a cash balance component and a traditional defined benefit component (KRIP), and our tax-qualified 401(k) defined contribution plan (SIP), cover all U.S. employees. Benefit accruals in the traditional defined benefit component of KRIP and employer contributions to SIP were frozen as of January 1, 2015. Effective as of January 1, 2015, the cash balance accrual component of KRIP was increased from 4% to 7% to reflect the corresponding 3% decrease in the SIP match. The details of KRIP are described following the “Pension Benefits Table” beginning on page 38.

Switzerland Pension

Participating employees in the Kodak EK Sarl Switzerland Cash Balance Plan (including Mr. Cullimore) are provided an old-age savings account balance, and for every month the participating employee works, an amount is credited to the account. The amount credited to the account from the employer is dependent upon the participating employee’s age and ranges for 3.5% to 11%. The old-age savings account balance earns interest monthly based upon a statutory rate determined by the Federal Council. A participating employee may retire at any time after age 58. The amount of the annual retirement pension is determined on the basis of the old-age savings account balance at the time of retirement, including interest, and is payable for the remainder of the participating employee’s life, with a reduced portion payable to a surviving beneficiary. The calculation basis for converting the lump sum to an annual retirement pension shall be based upon rates provided by the Swiss Financial Market Supervisory Authority FINMA at the time of the calculation. A participating employee may alternatively request payment in the form of a lump sum or partial lump sum in exchange for their retirement pension.

Non-Qualified Retirement Plan: KURIP

Until September 3, 2013, we provided non-qualified retirement benefits to our eligible U.S. employees under the Kodak Unfunded Retirement Income Plan (KURIP). KURIP was an unfunded retirement plan designed to provide our eligible U.S. employees with pension benefits that (1) made up for the Internal Revenue Code’s limitations on allocations and benefits that may be paid under KRIP and SIP, and (2) recognize deferred compensation that is ignored when calculating benefits under KRIP and SIP.

Eligible U.S. employees continued to earn benefits under KURIP after our Chapter 11 filing date. KURIP was terminated upon our emergence from bankruptcy. KURIP benefits earned after the filing date and prior to emergence from bankruptcy on September 3, 2013 were frozen and are payable as a lump sum upon the employee’s termination of employment with us (less applicable withholding and subject to compliance with Code Section 409A).

Mr. Kruchten is the only named executive officer with a benefit under KURIP.

The details of KURIP are described following the “Pension Benefits Table” on page 39.

Perquisites

During 2015, Messrs. Clarke and McMullen each received a housing and travel allowance of $5,000 per month for travel to and from Rochester, New York. Any expenses for other business-related travel are separately reimbursed. Additionally, we provided Messrs. Clarke and McMullen with gross-up payments for the income and employment taxes associated with the allowances paid to them in 2015. Mr. Cullimore received a monthly car allowance of $1,239 (CHF 1,191) and had use, for business purposes, of cars from a pool maintained by the Company during the first half of 2015. As of July 2015, Mr. Cullimore received only a monthly car allowance of $1,352 (CHF 1,300), which is paid directly to him as a monthly lump sum subject to tax. We also provided disability and life insurance benefits to Mr. Cullimore, for which we paid the premiums. (The Swiss francs were converted to U.S. dollars using a 2015 average exchange rate of 1.040190). During 2015, Mr. Mahe received a housing allowance of $82,998 (SGD 114,000) and company car allowance of $43,683 (SGD 60,000) in accordance with local Singapore practice. (The Singapore dollars were converted to U.S. dollars using a 2015 average exchange rate of 0.72805). We also provided disability and life insurance benefits to Mr. Mahe, for which we paid the premiums.

The value of these perquisites is included in the “All Other Compensation” column of the “Summary Compensation Table” on page 30.

Severance Arrangements

We provide our named executive officers with severance provisions designed to serve as a retention tool and to provide incentive for the named executive officers to focus on the best interests of shareholders in connection with the transformational components of our strategic plan given that, in certain instances, an executive’s successful completion of his or her responsibilities may result in the elimination of his or her job. These severance provisions also provide an incentive for the

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named executive officers to sign a release of claims against us, to refrain from competing with us and to cooperate with us both before and after their employment is terminated. When approving any agreement for employment or retention, we focus on the reasons for which severance may be triggered relative to the named executive officer’s position and responsibilities.

Each of the employment agreements with Messrs. Clarke, McMullen, Kruchten, Cullimore and Mahe provide severance benefits in the event his employment is terminated by us without “cause” or if he terminates for “good reason.” The definitions of “cause” and “good reason” as applicable to these severance provisions are set forth below in the “Potential Payments upon Termination or Change in Control” discussion beginning on page 39. Mr. Clarke’s employment agreement also provides that if his employment terminates by reason of the expiration of his scheduled employment term, he is entitled to certain benefits as more fully described under “Individual Termination Arrangements” beginning on page 40.

Officer Severance Policy

Since 2013, the severance benefits of several of our executive officers (including our named executive officers, Messrs. Kruchten and Cullimore) have been provided pursuant to the terms of an individual employment agreement with each of them, which became effective upon the effective date of our Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, and which we generally refer to as an Emergence Contract. The Emergence Contracts have a term of three years and will expire in September 2016.

To address the expiration of the Emergence Contracts and to provide for severance benefits to certain other officers and employees, we adopted an Officer Severance Policy, effective as of November 10, 2015. The Policy provides for compensation to corporate officers who are elected by our Board and certain other employees who are party to an Emergence Contract, in the event of a qualifying termination without “cause” or with “good reason.”

Under the Policy, “cause” is generally defined to include a Participant’s failure to perform his duties or follow proper direction, violation of Company rules, possession, use or sale of controlled substances, certain actions that result in a penalty against the Company or could result in violation of law, conviction of a crime, misrepresentation or concealment of a material fact from the Company or breach of our Business Conduct Guide or his Eastman Kodak Company Employee’s Agreement. “Good reason” is generally defined to include a material diminution in compensation, authority or responsibilities, transfer to a new work site that increases the Participant’s one-way commute by more than 75 miles, and failure of an acquirer or successor entity to offer the Participant employment with comparable severance protection.

By its terms, the Policy does not apply to (1) our chief executive officer, (2) a corporate officer with an employment agreement with an indefinite term, or (3) an employee with an Emergence Contract during the remaining term of his or her agreement. Accordingly, as our CEO, Mr. Clarke is not eligible for benefits under the Policy, and neither are Messrs. McMullen and Mahe because they each have an employment agreement with an indefinite term. Messrs. Kruchten and Cullimore will continue to be entitled to severance benefits only under their respective Emergence Contracts until such agreements expire in September 2016, at which time they will become eligible for separation pay under the Policy. The Emergence Contracts for Messrs. Kruchten and Cullimore provide for severance amounts of 1.5 times total target cash compensation, and 1.0 times total target cash compensation, respectively. Please see “Individual Termination Arrangements” beginning on page 40 for more details on the severance provisions of Messrs. Clarke, McMullen, Kruchten, Cullimore and Mahe under their respective employment agreements and Emergence Contracts.

The Policy provides that a participant is generally entitled to receive separation pay equal to his or her base salary in effect as of the date of termination. However, Messrs. Kruchten and Cullimore are eligible for grandfathered benefits under the Policy, and will continue to be entitled to separation pay at the current level (1.5 times and 1.0 times total target cash compensation, respectively) under their respective Emergence Contracts. Payment under the Policy is conditioned on a participant’s execution of a general waiver and release and his or her compliance with the Policy’s non-disparagement provisions.

For additional information regarding the potential severance benefits payable to our named executive officers under various circumstances, please see the discussion preceding the “Severance Payments Table” beginning on page 44.

Change in Control Arrangements

The employment agreements with Messrs. Clarke, McMullen and Mahe allow for payment of severance under certain conditions following a change in control (double trigger). These provisions were designed to protect against the possible loss of certain benefits after a change in control. Please see “Individual Termination Arrangements” beginning on page 40 for more details on these provisions. We believe that a double trigger is appropriate for such payments because it helps to ensure that these individuals do not receive an unintended benefit by receiving severance payments while continuing in their position following a change in control.

Additionally, under our 2013 Omnibus Incentive Plan, we may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards upon a change in control. While we do not

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believe that automatic acceleration of vesting is appropriate upon a change in control because an executive may continue in his position, we do believe that allowing the Committee the discretion to accelerate vesting of equity awards upon a change in control is appropriate because it may not be possible to continue vesting of existing equity awards or to replace existing equity awards with comparable awards of the acquiring company’s equity, and the acceleration of vesting would provide the executives with the same rights as other shareholders to sell their equity in the Company at the time of a change in control.

PROGRAM GOVERNANCE

Risk Mitigating Policies

Recoupment (“Clawback”) Policy

The Board has a policy requiring the recoupment of bonuses paid to named executive officers in the event of certain financial restatements. Under this policy, which is posted on our website at http://ek.client.shareholder.com/supporting.cfm, we require reimbursement of a certain portion of any amounts paid to a named executive officer under EXCEL when:

The payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement;

In the Board’s view, the officer engaged in fraud or misconduct that caused the need for the restatement; and 

A lower payment would have been made to the officer based upon the restated financial results.  

In each such instance, we will, to the extent practicable, seek to recover the amount by which the named executive officer’s annual incentive payment for the relevant period exceeded the lower payment that would have been made based on the restated financial results, plus a reasonable rate of interest.

Restrictions on Hedging and Pledging

Our executive officers and directors are prohibited from engaging in any transactions (such as puts, calls, options or other derivative securities) with respect to our equity securities held by them to hedge or offset any decrease in the market value of those equity securities.

Our executive officers and directors are also prohibited from purchasing our equity securities on margin, borrowing against our equity securities on margin or pledging our equity securities as collateral for a loan.

Share Ownership Guidelines

Our executive officers are expected to accumulate certain levels of ownership of our equity securities within five years of the adoption of our stock ownership guidelines on May 12, 2015, or first becoming an executive officer, as follows:

Holding Requirement
Title Target Share
Ownership
Before Target Met After Target Met
CEO 5X base salary 50% of net-settled
shares
None
Executive Vice President 3X base salary
Senior Vice President 2X base salary
Vice President and Other Officers 1X base salary

The holding requirement does not pertain to grants already received at the time of the adoption of the guidelines or to grants of equity awards made in satisfaction of the 2015 EXCEL or other variable pay program.

If an executive officer receives a promotional salary increase, the Company may extend that executive officer’s time to meet the ownership guidelines by one year, at our discretion.

Policy on Qualifying Compensation

When designing all aspects of compensation, we consider the deductibility of executive compensation under Section 162(m) of the Code. Section 162(m) provides that deductions are capped at compensation of $1 million paid to Covered Employees (as defined in Section 162(m)), other than compensation that is “performance-based.” Our compensation arrangements may permit, but do not require, us to award compensation that meets the requirements for “performance-based” compensation under Section 162(m). Generally, whether compensation will be deductible under Section 162(m) will be a factor, but not a decisive factor with respect to our decisions. We reserve the right to administer our compensation arrangements in a manner that does not satisfy the requirements of Section 162(m) when we determine to be appropriate. We make no representation that the compensation of our named executive officers will be fully deductible for federal income tax purposes.

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Say-On-Pay

In 2015, we held an advisory vote on our compensation program for our named executive officers, commonly referred to as the say-on-pay vote, which resulted in 99.3% of the votes cast approving our compensation program for our named executive officers. We evaluated the results of this vote as part of our overall assessment of our compensation program for our named executive officers. Based on this overall assessment and the strong support expressed by our shareholders, we did not make any related material changes to our compensation program for our named executive officers in 2015.

In 2014, we held an advisory vote on the frequency of our say-on-pay vote, which resulted in 99.8% of the votes cast recommending an annual frequency for the say-on-pay vote. After considering that recommendation, the Board determined that the say-on-pay vote will be held annually until the next required vote on the frequency of the say-on-pay vote to be held at our Annual Meeting of Shareholders in 2020.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

Name and
Principal
Position
Year Salary
($) (1)
Bonus
($)
Stock
Awards
($) (2)
Option
Awards
($) (3)
Non-Equity
Incentive Plan
Comp.
($) (4)
Change in
Pension
Value and Non-
Qualified Deferred
Comp. Earnings
($) (5)
All Other
Comp.
($) (6)
Total
($)
J.J. Clarke
CEO
2015 1,034,843 0 0 1,000,000 0 17,581 162,610 2,215,034
2014 758,885 0 3,000,024 1,000,004 0 9,765 91,094 4,859,772
J.N. McMullen
CFO
2015 620,907 0 500,006 500,000 75,602 18,046 152,347 1,866,908
2014 298,955 0 1,000,020 0 0 9,869 58,976 1,367,820
B.W. Kruchten
SVP
2015 481,203 0 420,010 420,003 55,808 16,882 0 1,393,906
2014 463,380 0 420,002 420,000 85,444 359,621 0 1,748,447
2013 448,484 0 390,875 0 547,695 0 0 1,387,054
P. Cullimore (7)
SVP
2015 561,696 0 100,008 100,004 15,177 0 77,527 854,412
E. Mahe (8)
SVP
2015 436,830 0 175,020 175,008 39,973 0 128,157 954,988
(1) This column reports the base salary paid to each of our NEOs during each year reported.
(2) This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of forfeiture for all RSUs granted during each year reported. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. For 2015, the grant date fair value of each RSU granted to Mr. McMullen on June 16, 2015 was $17.64; the grant date fair value of each RSU granted to Messrs. Kruchten and Cullimore on September 3, 2015 was $13.76; the grant date fair value of each RSU granted to Mr. Mahe on April 28, 2015 was $20.44; and the grant date fair value of each RSU granted to Mr. Mahe on May 12, 2015 was $17.95.
(3) This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk or forfeiture, for all stock option awards granted during each year reported. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate the grant date fair value of stock options granted in 2015 are included in the table below. For additional information regarding the valuation assumptions with respect to our stock option grants, please see Note 19 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2015.

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Grant Date NEOs
Receiving
Award
Grant Date
Fair Value of
Stock Option
($)
Risk-Free
Rate
(%)
Expected
Option
Life
(years)
Expected
Volatility
(%)
Expected
Dividend
Yield
(%)
3/12/2015 J.J. Clarke 18.46 1.45 4.5 40.7 0.00
6/16/2015 J.N. McMullen 17.64 1.53 4.5 41.3 0.00
9/3/2015 B.W. Kruchten 13.76 1.36 4.5 49.4 0.00
9/3/2015 P. Cullimore 13.76 1.36 4.5 49.4 0.00
4/28/2015 E. Mahe 20.44 1.26 4.5 40.2 0.00
5/12/2015 E. Mahe 17.95 1.26 4.5 40.2 0.00
(4) The amounts in this column reflect payments under EXCEL for performance in 2015, 2014 and 2013. Please see the “Grants of Plan-Based Awards Table” on page 34 for the potential payouts for fiscal year 2015 for each NEO, which depend on performance. For a description of the performance criteria, please see “EXCEL Design and Performance Results” beginning on page 23. Mr. Clarke requested that no payment of his 2015 EXCEL award be made to him to allow for the allocation of his earned amount to other participants in our 2015 variable incentive arrangements (excluding our NEOs and other Section 16 officers). Although the Committee was willing to approve payment to Mr. Clarke of his 2015 EXCEL award for an amount of $168,000, the Committee honored Mr. Clarke’s request and did not approve payment of his 2015 EXCEL award to him. Payment of 2015 EXCEL awards to our other NEOs was made by granting fully vested RSUs, with the number of shares determined by dividing the specified amount by the closing price of our stock on March 18, 2016 ($12.41). The RSUs granted to our NEOs in payment of their 2015 EXCEL awards were for the following number of shares: Mr. McMullen, 6,092 shares; Mr. Kruchten, 4,497 shares; Mr. Cullimore, 1,223 shares and Mr. Mahe, 3,221 shares; and will be paid in April 2016. Please see “EXCEL Awards Paid to NEOs (Other Than CEO) for 2015” on page 26 for more information.
(5) This column reports the aggregate change in the present value of the NEO’s accumulated benefits under their applicable pension plan (KRIP, KURIP), to the extent the NEO participates in such arrangement. Messrs. Clarke, McMullen and Kruchten participate in KRIP. Mr. Kruchten also has a frozen benefit under KURIP. Mr. Cullimore participates in the Switzerland Pension, which is a defined contribution plan. Mr. Mahe does not participate in a Company-sponsored pension. The determination of the Change in Pension Value is highly dependent upon the discount rate and/or interest rate utilized, which may change based on the interest rate environment, thereby impacting the reported Change in Pension Value from year to year. The breakdown of these figures is shown in the table below.

2013 2014 2015
Name Change in
Pension
Value
($)
Above-
Market
Interest
($)
Total
Value
($)
Change in
Pension
Value
($) (a)
Above-
Market
Interest
($)
Total
Value
($)
Change in
Pension
Value
($) (a)
Above-
Market
Interest
($)
Total
Value
($)
J.J. Clarke N/A N/A N/A 9,765 0 9,765 17,581 0 17,581
J.N. McMullen N/A N/A N/A 9,869 0 9,869 18,046 0 18,046
B.W. Kruchten 0 0 0 359,621 0 359,621 16,882 0 16,882
P. Cullimore (b) N/A N/A N/A N/A N/A N/A N/A N/A N/A
E. Mahe (c) N/A N/A N/A N/A N/A N/A N/A N/A N/A
    (a) The primary actuarial assumption changes used to calculate Pension Values for 2015 were an increase in the discount rate for KRIP, an increase in the lump sum interest rate and an update to the mortality table used to calculate the present value of annuities for KRIP. The Pension Values for Messrs. Clarke, McMullen and Kruchten were driven primarily by their respective cash balance accruals under KRIP during 2015.
(b) Mr. Cullimore participates in the Switzerland Pension, a defined contribution plan.
(c) Mr. Mahe does not participate in a Company-sponsored pension plan.

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(6) The table below shows the components of the All Other Compensation column for 2015:

     Name Amount ($)
J.J. Clarke (a) 162,610
  J.N. McMullen (b) 152,347
B.W. Kruchten   0  
P. Cullimore (c) 77,527
E. Mahe (d) 128,157
(a) Other compensation for Mr. Clarke includes $60,000 for housing and travel expense allowances for 2015 and $102,610 for an income and employment tax gross-up payment on the amount of the housing and travel expense allowances for 2015.
(b) Other compensation for Mr. McMullen includes $60,000 for housing and travel expense allowances for 2015 and $92,347 for an income and employment tax gross-up payment on the amount of the housing and travel expense allowances for 2015.
(c) Mr. Cullimore received a monthly car allowance of $1,239 (CHF 1,191) and had use, for business purposes, of cars from a pool maintained by the Company during the first half of 2015. As of July 2015, Mr. Cullimore received only a monthly car allowance of $1,352 (CHF 1,300), which is paid directly to him as a monthly lump sum subject to tax. Accordingly, other compensation for Mr. Cullimore includes $15,547 (CHF 14,946) paid to him in 2015 as a car allowance. We also contributed $56,835 (CHF 54,639) to the Switzerland Pension on behalf of Mr. Cullimore, and paid $5,145 (CHF 4,946) in premiums for disability and life insurance for Mr. Cullimore. The amounts shown for Mr. Cullimore were converted from Swiss francs to U.S. dollars using a 2015 average exchange rate of 1.040190.
(d) Other compensation for Mr. Mahe includes $82,998 (SGD 114,000) paid as a housing allowance, $43,683 (SGD 60,000) paid as a car allowance and $1,476 (SGD 2,028) in insurance premiums that the Company paid to provide disability and life insurance benefits to Mr. Mahe. The amounts shown for Mr. Mahe were converted from Singapore dollars to U.S. dollars using a 2015 average exchange rate of 0.72805.
(7) Amounts shown for Mr. Cullimore were converted from Swiss francs to U.S. dollars using a 2015 average exchange rate of 1.040190.
(8) Amounts shown for Mr. Mahe were converted from Singapore dollars to U.S. dollars using a 2015 average exchange rate of 0.72805.

EMPLOYMENT AGREEMENTS

The material terms of employment agreements that named executive officers have with us are described below. The levels of salary, annual variable pay and long-term incentive compensation, as well as the material considerations that we take into account in establishing target levels for each of these elements, are described in the “Compensation Discussion and Analysis” beginning on page 19.

During 2015, each named executive officer had an individual employment arrangement with us.

Jeffrey J. Clarke

We have employed Mr. Clarke under an employment agreement effective March 12, 2014, with the scheduled term ending March 12, 2017. Under this employment agreement, Mr. Clarke was eligible for the following in 2015:

An annual base salary of $1 million;

Participation in our EXCEL Plan, with an annual target opportunity of 100% of base salary and a maximum of 200% of target;

A grant of stock options having an aggregate grant date fair value of $1,000,000, which vest over a three-year period (33.3% vests each year);

A housing and travel allowance of $5,000 (net of taxes) per month;

Participation in all benefit plans, policies and arrangements that are provided to employees generally; and

Certain severance benefits as described under “Individual Termination Arrangements” beginning on page 40.

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John N. McMullen

We have employed Mr. McMullen under an employment agreement effective June 16, 2014 with no scheduled term ending date. Under this employment agreement, Mr. McMullen was eligible for the following in 2015:

An annual base salary of $600,000;

Participation in our EXCEL Plan, with an annual target opportunity of 75% of base salary and a maximum of 200% of target;

A grant of restricted stock units and stock options having an aggregate grant date fair value of $1,000,000;

A housing and travel allowance of $5,000 (net of taxes) per month;

Participation in all benefit plans, policies and arrangements that are provided to employees generally; and

Certain severance benefits as described under “Individual Termination Arrangements” beginning on page 40.

Brad W. Kruchten

We have employed Mr. Kruchten under an emergence employment agreement effective September 3, 2013, with a scheduled term ending date of September 3, 2016. Under this employment agreement, Mr. Kruchten was eligible for the following in 2015:

An annual base salary of $465,000;

Participation in our EXCEL Plan, with an annual target opportunity of 75% of base salary;

  A grant of restricted stock units and stock options having an aggregate grant date fair value of $840,000;

Participation in all benefit plans, policies and arrangements that are provided to employees generally; and

Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 40.

Philip Cullimore

We have employed Mr. Cullimore under an employment agreement effective January 1, 2011, with an amendment effective January 1, 2013 and a further amendment effective September 3, 2013, with a scheduled term ending date of September 3, 2016. Under this employment agreement, Mr. Cullimore was eligible for the following in 2015:

An annual base salary of CHF 540,000;

Participation in our EXCEL Plan, with an annual target opportunity of 50% of base salary;

A grant of restricted stock units and stock options having an aggregate grant date fair value of $200,000;

Participation in all benefit plans, policies and arrangements that are provided to similarly situated executives in Switzerland ; and

Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 40.

Eric-Yves Mahe

We have employed Mr. Mahe under an employment agreement effective April 28, 2014 with no scheduled term ending date. Under this employment agreement, Mr. Mahe was eligible for the following in 2015:

An annual base salary of SGD 600,000;

Participation in our EXCEL Plan, with an annual target opportunity of 50% of base salary;

A grant of restricted stock units and stock options having an aggregate grant date fair value of $250,000;

A housing allowance and travel expenses under local Singapore practice;

Participation in all benefit plans, policies and arrangements that are provided to employees under local Singapore practice; and

Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 40.

For more information regarding our EXCEL award program, please see the discussion following “Annual Variable Pay: Executive Compensation for Excellence and Leadership (EXCEL)” beginning on page 23; and for more information regarding our restricted stock unit and stock option awards, please see “Long-Term Incentive Compensation” on page 26.

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GRANTS OF PLAN-BASED AWARDS TABLE

The compensation included in the following table reflects our annual variable pay plan (EXCEL) and the equity granted under our 2013 Omnibus Incentive Plan during 2015.

Estimated Future Payouts Under Non-Equity
Incentive Plan
Awards (1)
All Other Stock
Awards:
Number of
Shares of
Stock or Units
(#)
All Other Option
Awards: Number
of Securities

Underlying
Options (#) 
Exercise or
Base Price of
Option Awards
($/sh)
Grant Date
Fair Value of
Stock and
Option
Awards
($)
Name Award
Description
Grant
Date
Threshold
($)
Target
($)
Max.
($) (2)
J.J. Clarke EXCEL N/A 1,000,000 5,000,000
2015 NQSO (4) 3/12/15   152,207 18.46 1,000,000
J.N. McMullen EXCEL N/A 450,000 3,000,000
2015 RSU (3) 6/16/15 28,345 500,006
2015 NQSO (4) 6/16/15 78,493 17.64 500,000
B.W. Kruchten EXCEL N/A 348,750 2,325,000  
2015 RSU (3) 9/3/15 30,524 420,010
2015 NQSO (4) 9/3/15 73,044 13.76 420,003
P. Cullimore EXCEL -- N/A 280,851 2,808,513  
2015 RSU (3) 9/3/15  

7,268

100,008
2015 NQSO (4) 9/3/15 17,392 13.76 100,004
E. Mahe EXCEL -- N/A 218,415 2,184,150
4/28/15 6,116 125,011
2015 RSU (3)
5/12/15 2,786 50,009
4/28/15 17,508 20.44 125,007
2015 NQSO (4)
5/12/15 7,003 17.95 50,001
(1) The amounts shown for the “target” and “maximum” levels represent the possible payouts for 2015 under EXCEL. There is no “threshold” level for EXCEL as the potential payouts can range from zero to the maximum amount allowable under the plan based on performance. Amounts actually earned in 2015 are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Amounts shown for Mr. Cullimore were converted from Swiss francs to U.S. dollars using a 2015 average exchange rate of 1.040190. Amounts shown for Mr. Mahe were converted from Singapore dollars to U.S. dollars using a 2015 average exchange rate of 0.72805.
(2) The maximum amounts for EXCEL represent the maximum payout permitted under the EXCEL Plan in accordance with the formula established under the Plan and the Administrative Guide for the 2015 Awards. The maximum EXCEL payout for Covered Employees is the lesser of: (i) 10% of the EXCEL aggregate award pool (without discretion) as of March 30, 2015; (ii) 500% of a Covered Employee’s annual base salary as of the end of the previous year; or (iii) $5 million. The maximum amount shown for EXCEL is the lesser of 500% of annual base salary or $5 million since the amount representing 10% of the EXCEL aggregate award pool is not determinable as of the grant date.
(3) The RSUs on this line vest in substantially equal installments on the first, second and third anniversaries of the grant date.
(4) The stock options on this line vest in substantially equal installments on the first, second and third anniversaries of the grant date.

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EXCEL: Definitions of Metrics

Metric Definition
Operational EBITDA Income (loss) from continuing operations excluding the provision (benefit) for income taxes; depreciation and amortization expense; corporate components of pension and OPEB income; restructuring costs; stock-based compensation expense; change in U.S. vacation benefits; consulting and other costs; idle costs; indirect costs previously allocated to discontinued operations; other operating (expense) income, net (unless otherwise indicated); loss on early extinguishment of debt; interest expense; other (charges) income, net; reorganization items, net and; in prior periods, the impact of certain fresh start accounting adjustments.
Revenue Revenue as defined by U.S. GAAP excluding reductions in revenue that will not result in cash payment from settlements.
Performance Gates Compliance with financial covenants contained in the exit financing arrangements, and achievement of Operational EBITDA for 2015 of at least $110M.

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OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR-END TABLE (1)

The following table sets forth additional information concerning equity awards held by named executive officers as of December 31, 2015.

Option Awards Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or Units
of Stock Held
that Have Not
Vested
(#) (2)
Market Value
of Shares or
Units of
Stock that
Have Not
Vested
($) (3)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights that
have Not
Vested
(#)
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
have Not
Vested
($)
J.J. Clarke 152,207 (4) 18.46 3/11/2022
38,314 76,629 (5) 27.20 3/11/2021
73,531 (11) 922,079
J.N. McMullen 78,493 (6) 17.64 6/15/2022
53,001 (12) 664,633  
B.W. Kruchten   73,044 (7) 13.76 9/2/2022    
17,743 35,489 (8) 23.78 9/2/2021
  51,535 (13) 646,249
P. Cullimore 17,392 (7) 13.76 9/2/2022
4,224 8,451 (8) 23.78 9/2/2021
15,898 (14) 199,361
E. Mahe 7,003 (9) 17.95 5/11/2022
17,508 (10) 20.44 4/27/2022
18,890 (15) 236,881
(1) This table includes only those grants outstanding as of December 31, 2015.
(2) This column represents outstanding grants of RSUs.
(3) The market value of shares, units or other rights that have not vested was calculated using a stock price of $12.54, which was the closing price of our common stock as of December 31, 2015, the last trading day of the year.
(4) This stock option was granted on March 12, 2015 and the first of three substantially equal installments vested on March 12, 2016, and the second and third installments will vest on the second and third anniversaries of the grant date.
(5) This stock option was granted on March 12, 2014 and the first two of three substantially equal installments vested on March 12, 2015 and March 12, 2016, respectively, and the third installment will vest on the third anniversary of the grant date.
(6) This stock option was granted on June 16, 2015 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.
(7) This stock option was granted on September 3, 2015 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.
(8) This stock option was granted on September 3, 2014 and the first of three substantially equal installments vested on September 3, 2015, and the second and third installments will vest on the second and third anniversaries of the grant date.
(9) This stock option was granted on May 12, 2015 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.
(10) This stock option was granted on April 28, 2015 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.

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(11) These RSUs were granted on March 12, 2014 and the first two of three substantially equal installments vested on March 12, 2015 and March 12, 2016, respectively, and the third installment will vest on the third anniversary of the grant date.
(12) 24,656 of these RSUs were granted on June 16, 2014 and the first of three substantially equal installments vested on June 16, 2015, and the second and third installments will vest on the second and third anniversaries of the grant date; and 28,345 of these RSUs were granted on June 16, 2015 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.
(13) 9,236 of these RSUs were granted on September 3, 2013 and the first two of three substantially equal installments vested on September 3, 2014 and September 3, 2015, respectively, and the third installment will vest on the third anniversary of the grant date; 11,775 of these RSUs were granted on September 3, 2014 and the first of three substantially equal installments vested on September 3, 2015, and the second and third installments will vest on the second and third anniversaries of the grant date; and 30,524 of these RSUs were granted on September 3, 2015 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.
(14) 5,825 of these RSUs were granted on September 3, 2013 and the first two of three substantially equal installments vested on September 3, 2014 and September 3, 2015, respectively, and the third installment will vest on the third anniversary of the grant date; 2,805 of these RSUs were granted on September 3, 2014 and the first of three substantially equal installments vested on September 3, 2015, and the second and third installments will vest on the second and third anniversaries of the grant date; and 7,268 of these RSUs were granted on September 3, 2015 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.
(15) 9,988 of these RSUs were granted on April 28, 2014 and the first of three substantially equal installments vested on April 28, 2015, and the second and third installments will vest on the second and third anniversaries of the grant date; 6,116 of these RSUs were granted on April 28, 2015 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date; and 2,786 of these RSUs were granted on May 12, 2015 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.

OPTION EXERCISES AND STOCK VESTED TABLE

Option Awards Stock Awards
Name Number of Shares
Acquired on
Exercise
(#)
Value Realized
On Exercise
($)
Number of Shares
Acquired on Vesting
(#)
Value Realized
On Vesting (1)
($)
J.J. Clarke 0 0 36,764 678,663
J.N. McMullen 0 0 12,327     217,448  
B.W. Kruchten 0 0   15,120 208,051
P. Cullimore 0 0 7,224 99,402
E. Mahe 0 0 4,993 102,057
(1) This column represents the value of RSUs that vested during 2015, based on the closing stock price on the vesting date.

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PENSION BENEFITS FOR 2015

The “Pension Benefits Table” below shows the present value as of December 31, 2015 of the accumulated benefits payable to our named executive officers under KRIP and KURIP, including the number of years of service credited to each named executive officer, as applicable. The methods and assumptions for calculating the present value of accumulated benefits generally follow those set forth in FASB ASC Topic 715 and are consistent with those used in our financial statements as described in Note 16 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2015. The assumptions used to calculate the present value of accumulated benefits for each named executive officer are described below.

PENSION BENEFITS TABLE

Name Plan Name Number of Years
of Credited Service (#)
Present Value of
Accumulated Benefit ($)
Payments During
Last Fiscal Year ($)
J.J. Clarke (1) KRIP
KURIP (post-petition)
1.80
N/A
27,346
N/A
0
N/A
J.N. McMullen (2) KRIP
KURIP (post-petition)
1.54
N/A
27,915
N/A
0
N/A
B. W. Kruchten (3) KRIP
KURIP (post-petition)
33.58
1.62
1,681,444
86,692
0
0
P. Cullimore (4) Switzerland Pension N/A N/A N/A
E. Mahe (5) N/A N/A N/A N/A
   
(1) Mr. Clarke had been employed with us for 1.80 years as of December 31, 2015. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP.
 
(2) Mr. McMullen had been employed with us for 1.54 years as of December 31, 2015. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP.
 
(3) The present value of Mr. Kruchten’s accumulated benefit assumes he will remain in service until age 60. His benefit from the traditional portion of KRIP is assumed to be payable as an annuity. His benefit from the cash balance portion of KRIP is assumed to be payable as a lump sum. Mr. Kruchten’s post-petition KURIP benefit of $86,692 is payable to him as a lump sum upon his termination of employment with us (less applicable withholding and subject to compliance with Code Section 409A). This amount was fixed following our emergence from bankruptcy.
 
(4) Mr. Cullimore participates in the Switzerland Pension, a defined contribution plan.
 
(5) Mr. Mahe does not participate in a Company-sponsored pension plan.

Tax-Qualified Retirement Plan: Kodak Retirement Income Plan (KRIP)

We fund a tax-qualified defined benefit pension plan known as the Kodak Retirement Income Plan (KRIP) for all U.S. employees. Effective January 1, 2000, we amended KRIP to include a cash balance component. KRIP’s cash balance component covers employees hired before March 1, 1999 who elected that coverage and all new U.S. employees hired on or after March 1, 1999, including Messrs. Clarke and McMullen. Mr. Kruchten participated in KRIP’s traditional defined benefit component.

On January 1, 2015, we froze all benefit accruals in the traditional component of KRIP for all participants. Beginning on that date, all future accruals in KRIP will be made under the cash balance component for all participating employees in an amount equal to 7% of the employee’s monthly pay, which was previously 4% for cash balance participants. Consequently, future accruals for Mr. Kruchten will be made under that component.

Cash Balance Component
Under KRIP’s cash balance component, a hypothetical account is established for each participating employee and, for every month the employee works, the employee’s account is credited with an amount equal to 7% of the employee’s monthly pay (i.e., base salary and EXCEL awards, including allowances in lieu of salary for authorized periods of absence, such as illness, vacation or holidays). Prior to January 1, 2015, the cash balance component provided a credit of 4% of an employee’s monthly pay. In addition, the ongoing balance of the employee’s account earns interest at the 30-year Treasury bond rate. Before 2015, employees vested in their account balance after completing three years of service. Beginning on January 1, 2015, all active employees were immediately vested. Vested benefits under the cash balance component are payable upon normal retirement (age 65), termination or death. Participants in the cash balance component of the plan may choose from among various forms of benefits such as a lump sum, a joint and survivor annuity and a straight life annuity.

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Traditional Defined Benefit Component
Under the traditional defined benefit component of KRIP, which was frozen as of January 1, 2015, benefits are based upon a participating employee’s average participating compensation (APC). The plan defines APC as one-third of the sum of the employee’s participating compensation for the highest consecutive 39 periods of earnings over the 10 years ending immediately prior to the earlier of December 31, 2014, retirement, or termination of employment. Participating compensation is base salary and any EXCEL award, including allowances in lieu of salary for authorized periods of absence, such as illness, vacation or holidays.

For a participating employee with up to 35 years of accrued service, the annual normal retirement income benefit is calculated by multiplying the employee’s years of accrued service by the sum of: (a) 1.3% of APC, plus (b) 1.6% of APC in excess of the average Social Security wage base. For an employee with more than 35 years of accrued service, the amount is increased by 1% for each year in excess of 35 years.

The retirement income benefit is not subject to any deductions for Social Security benefits or other offsets. Participants in the traditional defined benefit component of the plan may choose from among optional forms of benefits such as a straight life annuity, a qualified joint and 50% survivor annuity, other forms of annuity or a lump sum.

An employee may be eligible for normal retirement, early retirement benefits, vested benefits or disability retirement benefits under the traditional defined benefit component depending on the employee’s age and total service when employment with us ends. An employee is entitled to normal retirement benefits at age 65. For early retirement benefits, an employee must have reached age 55 and have at least 10 years of service or, for certain employees, have a combined age and total service equal to 75. Generally, the benefit is reduced if payment begins before age 65. Prior to 2015, employees became vested in their accrued benefit after completing three years of service with us. Beginning January 1, 2015, vesting is immediate.

Non-Qualified Retirement Plan: Kodak Unfunded Retirement Income Plan (KURIP)

Mr. Kruchten was the only named executive officer eligible to receive benefits under the Kodak Unfunded Retirement Income Plan (KURIP). KURIP was an unfunded retirement plan designed to provide our U.S. employees with pension benefits that (1) made up for the Internal Revenue Code’s limitations on allocations and benefits that may be paid under KRIP and SIP, and (2) recognize deferred compensation that is ignored when calculating benefits under KRIP and SIP.

Benefits due under KURIP were payable upon a participating employee’s termination of employment or death. Upon our emergence from bankruptcy, KURIP was terminated and, as a result, each participating employee’s pre-petition benefit was settled in the form of an equity distribution, consistent with treatment for other similarly situated general unsecured creditors, and post-petition benefits were calculated using September 3, 2013 as the hypothetical last day of employment with us. The post-petition benefit is frozen and payable as a lump sum upon the participating employee’s termination of employment with us (less applicable withholding and subject to compliance with Code Section 409A).

NON-QUALIFIED DEFERRED COMPENSATION FOR 2015

None of our named executive officers have non-qualified deferred compensation.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The discussion below regarding the amounts payable to our named executive officers upon certain employment terminations and a double trigger change in control reflects the amounts payable under our outstanding arrangements as of December 31, 2015.

Potential Benefits upon Termination for Reasons other than Change in Control

Each of our named executive officers is or was eligible to receive certain severance payments and benefits in connection with termination of employment under various circumstances. The potential severance benefits payable to our named executive officers in the event of termination of employment on December 31, 2015, pursuant to their employment agreements with us, are described below.

Actual amounts paid or distributed to our named executive officers as a result of one of the separation events occurring in the future may be different from those described below due to the fact that many factors affect the amounts of any payments described under the various separation events. For example, factors that could affect the amounts payable include the executive’s base salary and our stock price. At the time of separation of a named executive officer, we may approve severance terms that vary from those provided in the named executive officer’s pre-existing individual employment agreement(s), if any, or in relevant employee benefit plans.

In addition to the benefits outlined in our named executive officers’ employment agreements, Messrs. Clarke, McMullen and Kruchten will be eligible to receive any benefits provided under our benefit and compensation plans applicable to U.S. employees generally, such as distributions under SIP, outplacement services under our Termination Allowance Plan, frozen KURIP benefits

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(for Mr. Kruchten), disability benefits and accrued vacation pay, in accordance with those plans and policies. Mr. Cullimore will be eligible to receive any benefits provided under the benefit plans, policies and arrangements (other than severance) that are provided to similarly situated executives in Switzerland. Mr. Mahe will be eligible to receive any benefits provided under the benefit plans, policies and arrangements (other than severance) that are provided to employees under local Singapore practice. Our named executive officers will also be eligible to receive any present value of accrued benefits as set forth in “Pension Benefits for 2015” beginning on page 38.

Following termination of employment, each of our named executive officers is subject to compliance with the post-termination restrictive covenants set forth in his or her Eastman Kodak Company Employee’s Agreement, in addition to any covenants under individual arrangements with us. These covenants generally prohibit our named executive officers from disclosing our proprietary or confidential information, engaging in certain activity in competition with us for up to 18 months after termination of employment with us and for one year after termination of employment with us, from soliciting any of our employees to leave employment with us, or soliciting any of our customers or suppliers to do business with any of our competitors. The respective employment agreements of certain named executive officers also contain post-termination restrictive covenants:

Messrs. Clarke, McMullen and Mahe are prohibited from engaging in certain activity in competition with us, soliciting any of our employees to leave employment with us, or soliciting any of our customers to do business with any of our competitors (or reduce its business with us), for 18 months after termination of his respective employment with us.

Mr. Cullimore is generally prohibited for one year after termination of his employment with us from: (a) soliciting any of our employees to leave employment with us; (b) soliciting or providing goods or services to any of our customers in competition with the business of the Company in which he was involved and (c) being engaged in or concerned in any business concern in competition with the business of the Company in which he was involved.

For any unvested stock options or restricted stock unit awards, related restriction periods may lapse pursuant to the terms of the awards depending on the circumstances surrounding a named executive officer’s termination of employment. We may waive any restrictions or accelerate vesting if an executive’s termination is determined to be without “cause” or for “good reason.”

For purposes of these employment agreements:

“Cause” is generally defined as the named executive officer’s failure to perform or gross negligence in performing his duties, conviction of a crime, or a material breach of his employment agreement, our Business Conduct Guide or his Eastman Kodak Company Employee’s Agreement.

“Good reason” is generally defined as an adverse change in the named executive officer’s title or responsibilities, a material breach of his agreement by us, or the failure of any successor to us to assume obligations under his employment agreement.

Potential Benefits upon Termination following a Change in Control (Double Trigger)

Our employment agreements with Messrs. Clarke, McMullen and Mahe provide for payments if there is a termination of the individual within two years following a “change in control” (commonly referred to in combination as a “double trigger”).

A “change in control” generally occurs upon (i) any person or group becoming the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power to elect directors, (ii) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving us that requires the approval of our shareholders, (iii) a sale of all or substantially all of our assets (other than to an affiliate); or (iv) approval by our shareholders of a complete liquidation or dissolution of us.

In the event of a termination within two years following a change in control, Messrs. Clarke, McMullen and Mahe would be entitled to receive the same payments and benefits that they would receive upon a termination of employment for good reason. Please see “Potential Benefits upon Termination for Reasons other than Change in Control” beginning on page 39 and “Individual Termination Arrangements” below for a description of those payments and benefits.

Individual Termination Arrangements

Under their employment agreements, Messrs. Clarke, McMullen, Kruchten, Cullimore and Mahe are eligible to receive severance benefits payable in connection with termination without cause or with good reason, subject to:

Execution of a general release and covenant not to sue in favor of us;

Compliance with a non-compete agreement after termination of employment; and

In the case of Messrs. Clarke, McMullen and Kruchten, the understanding that severance payments provided under the employment agreements are in lieu of those provided under our Termination Allowance Plan.

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In the case of Mr. Cullimore, the understanding that severance payments provided under the employment agreement are in lieu of those provided under any local severance provisions offered to other Swiss-based employees.

In the case of Mr. Mahe, the understanding that severance payments provided under the employment agreement are in lieu of those provided under any local severance provisions offered to other Singapore-based employees.

Jeffrey J. Clarke

Under the terms of his employment agreement effective March 12, 2014, Mr. Clarke will be eligible for certain severance benefits in the event his employment is terminated on or before March 12, 2017. The amount and nature of the severance benefits he would be eligible to receive vary depending on the circumstances surrounding termination as described below:

Termination by Us without Cause or by the Named Executive Officer with Good Reason. If the employment of Mr. Clarke is terminated by us without cause or by him with good reason (including an involuntary termination within two years following a change in control), he is eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

An amount equal to his base salary for the year his termination notice is given multiplied by 2;

Continued vesting of his equity grant(s) in accordance with the terms of such award(s) without regard to any continued employment condition; and

Annual incentive eligibility consisting of EXCEL as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

Termination by Us for Cause or by the Named Executive Officer without Good Reason. If the employment of Mr. Clarke is terminated by us for cause or by him without good reason, he is not eligible to receive any severance benefits, and he forfeits any unvested equity-based compensation.

Termination for Disability or Death. In the event the employment of Mr. Clarke is terminated due to his disability or death, he or his estate, as applicable, will be eligible to receive (less applicable withholding and subject to Code Section 409A compliance) continued vesting of any awards granted under our 2013 Omnibus Incentive Plan in accordance with the terms of such awards and a pro rata EXCEL award, if earned, as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

Change in Control . No payments are made in connection with a change in control unless the change in control is followed by an involuntary termination within two years following the change in control, in which case Mr. Clarke then would be eligible to receive the severance benefits described above for a “Termination by Us without Cause or by the Named Executive Officer with Good Reason.”

End of Scheduled Term. At the end of the scheduled term of his employment agreement, Mr. Clarke will be eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

Any earned, but unpaid, EXCEL award for the prior performance year;

A bonus award under EXCEL in respect of the fiscal year in which the end of the scheduled term occurs, based on actual achievement of performance targets and applicable Administrative Guide or Award Notice, which amount shall not be prorated; and

Continued vesting of any awards granted under our 2013 Omnibus Incentive Plan in accordance with the terms of such awards.

John N. McMullen

Under the terms of his employment agreement effective June 16, 2014, Mr. McMullen will be eligible for certain severance benefits in the event his employment is terminated. The amount and nature of the severance benefits he would be eligible to receive vary depending on the circumstances surrounding termination as described below:

Termination by Us without Cause or by the Named Executive Officer with Good Reason. If the employment of Mr. McMullen is terminated by us without cause or by him with good reason (including an involuntary termination within two years following a change in control), he is eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

An amount equal to his base salary for the year his termination notice is given;

Continued vesting of his equity grant(s) in accordance with the terms of such award(s) without regard to any continued employment condition; and

Annual incentive eligibility consisting of EXCEL as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

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Termination by Us for Cause or by the Named Executive Officer without Good Reason. If the employment of Mr. McMullen is terminated by us for cause or by him without good reason, he is not eligible to receive any severance benefits, and he forfeits any unvested equity-based compensation.

Termination for Disability or Death. In the event the employment of Mr. McMullen is terminated due to his disability or death, he or his estate, as applicable, will be eligible to receive (less applicable withholding and subject to Code Section 409A compliance) continued vesting of any awards granted under our 2013 Omnibus Incentive Plan in accordance with the terms of such awards and a pro rata EXCEL award, if earned, as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

Change in Control . No payments are made in connection with a change in control unless the change in control is followed by an involuntary termination within two years following the change in control, in which case Mr. McMullen then would be eligible to receive the severance benefits described above for a “Termination by Us without Cause or by the Named Executive Officer with Good Reason.”

Brad W. Kruchten

Under the terms of his employment agreement, Mr. Kruchten will be eligible for certain severance benefits in the event his employment is terminated on or before September 3, 2016. The amount and nature of the severance benefits he would be eligible to receive vary depending on the circumstances surrounding termination as described below:

Termination by Us without Cause or by the Named Executive Officer with Good Reason. If employment of Mr. Kruchten is terminated by us without cause or by him with good reason, he is eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

An amount equal to his Total Target Cash Compensation (base salary plus EXCEL target award) for the year his termination notice is given multiplied by 1.5;

Continued vesting of his equity grants in accordance with the terms of such awards without regard to any continued employment condition; and

Annual Incentive eligibility consisting of EXCEL as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

Termination by Us for Cause or by the Named Executive Officer without Good Reason. If the employment of Mr. Kruchten is terminated by us for cause or by him without good reason, he is not eligible to receive any severance benefits and he forfeits any unvested equity-based compensation.

Termination for Disability or Death. In the event the employment of Mr. Kruchten is terminated due to his disability or death, he or his estate, as applicable, will be eligible to receive (less applicable withholding and subject to Code Section 409A compliance) continued vesting of his equity awards in accordance with the terms of such awards and a pro rata EXCEL award, if earned, as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

Philip Cullimore

Under the terms of his employment agreement, Mr. Cullimore will be eligible for certain severance benefits in the event his employment is terminated by us without “cause” or by him with “good reason” on or before September 3, 2016. If the employment of Mr. Cullimore is terminated by us without cause or by him with good reason, he is eligible to receive (subject to any applicable legal requirements):

An amount equal to his Total Target Cash Compensation (base salary plus EXCEL target award) for the year his termination notice is given multiplied by 1;

Mr. Cullimore’s annual incentive will be governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice; and 

Continued vesting of his equity grants in accordance with the terms of such awards without regard to any continued employment condition.

Termination by Us for Cause or by the Named Executive Officer without Good Reason. If the employment of Mr. Cullimore is terminated by us for cause or by him without good reason, he is not eligible to receive any severance benefits and he forfeits any unvested equity-based compensation.

Eric-Yves Mahe

Under the terms of his employment agreement, Mr. Mahe will be eligible for certain severance benefits in the event his employment is terminated. The amount and nature of the severance benefits he would be eligible to receive vary depending on the circumstances surrounding termination as described below:

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Termination by Us without Cause or by the Named Executive Officer with Good Reason. If employment of Mr. Mahe is terminated by us without cause or by him with good reason, he is eligible to receive (less applicable withholding):

An amount equal to his annual base salary multiplied by 1;

Mr. Mahe’s annual incentive will be governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice; and

Continued vesting of his equity grants in accordance with the terms of such awards without regard to any continued employment condition.

Termination by Us for Cause or by the Named Executive Officer without Good Reason. If the employment of Mr. Mahe is terminated by us for cause or by him without good reason, he is not eligible to receive any severance benefits and he forfeits any unvested equity-based compensation.

Termination for Disability or Death. In the event the employment of Mr. Mahe is terminated due to his disability or death, he or his estate, as applicable, will be eligible to receive (less applicable withholding) continued vesting of his equity awards in accordance with the terms of such awards.

Payment of Nonqualified Deferred Compensation upon Termination

Upon termination of employment for any reason, Mr. Kruchten is eligible to receive his benefits under KURIP in a lump sum (less applicable withholding and subject to compliance with Code Section 409A). Please see the “Pension Benefits Table” beginning on page 38 and the related discussion following such table for more information.

Potential Benefits upon Change in Control

Under our 2013 Omnibus Incentive Plan, upon a change in control, we may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards. The events constituting a change in control under our 2013 Omnibus Incentive Plan include the change in control events described above for the employment agreements with Messrs. Clarke, McMullen and Mahe, and also include a change in the composition of the Board such that within a period of 24 consecutive months, individuals who were either directors at the beginning of such 24-month period or were elected or nominated by at least two-thirds of such directors cease for any reason to constitute at least a majority of the Board.

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SEVERANCE PAYMENTS TABLE

The table below estimates the incremental amounts payable upon a termination of employment by us under various circumstances as if the named executive officer’s last date of employment was December 31, 2015, using the closing price of our common stock as of December 31, 2015, which was $12.54, and including all outstanding grants through the assumed last date of employment of December 31, 2015.

Termination Without
Cause or With Good
Reason (1)
($)
Termination For
Cause or
Without Good
Reason
($)
Termination Based
on Disability
($)
Termination Based
on Death
($)
J.J. Clarke
     Cash Severance (2) 2,000,000 0 0 0
     Restricted Stock/RSUs (3)(4) 922,079 0 922,079 922,079
     Stock Options (3) 0 0 0 0
     EXCEL (5) 0 0 0 0
     Benefits/Perquisites (6) 4,500 0 0 0
          Total 2,926,579 0 922,079 922,079
J.N. McMullen
     Cash Severance (2) 600,000 0 0 0
     Restricted Stock/RSUs (3)(4) 664,633 0 664,633 664,633
     Stock Options (3) 0 0 0 0
     EXCEL (5) 0 0 0 0
     Benefits/Perquisites (6) 4,500 0 0 0
          Total 1,269,133 0 664,633 664,633
B.W. Kruchten
     Cash Severance (2) 1,220,625 0 0 0
     Restricted Stock/RSUs (3)(4) 646,249 0 646,249 646,249
     Stock Options (3) 0 0 0 0
     EXCEL (5) 0 0 0 0
     KURIP 86,692 86,692 86,692 86,692
     Benefits/Perquisites (6) 4,500 0 0 0
          Total 1,958,066 86,692 732,941 732,941
P. Cullimore (7)
     Cash Severance (2) 842,554 0 0 0
     Restricted Stock/RSUs (3)(4) 199,361 0 199,361 199,361
     Stock Options (3) 0 0 0 0
     EXCEL (5) 0 0 0 0
     Benefits/Perquisites (6) 0 0 2,080,380 416,076
          Total 1,041,915 0 2,279,741 615,437

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Termination Without
Cause or With Good
Reason (1)
($)
Termination For
Cause or
Without Good
Reason
($)
Termination Based
on Disability
($)
Termination Based
on Death
($)
E. Mahe (8)
     Cash Severance (2) 436,830 0 0 0
     Restricted Stock/RSUs (3)(4) 236,881 0 236,881 236,881
     Stock Options (3) 0 0 0 0
     EXCEL (5) 0 0 0 0
     Benefits/Perquisites (6) 0 0 1,310,490 873,660
          Total 673,711 0 1,547,371 1,110,541
   
(1) For Messrs. Clarke, McMullen and Mahe, “good reason” includes an involuntary termination within two years following a change in control.
   
(2) The cash severance amounts disclosed above were calculated using base salary for Messrs. Clarke, McMullen and Mahe, and target total cash compensation (base salary plus EXCEL target award) for Messrs. Kruchten and Cullimore. Cash severance for Mr. Clarke is equal to 2 times base salary. Cash severance for Messrs. McMullen and Mahe is equal to base salary. Cash severance for Mr. Kruchten is equal to 1.5 times target total cash compensation. Cash severance for Mr. Cullimore is equal to 1.0 times target total cash compensation. All severance cash amounts are based on salary or total target cash compensation in the year that the termination notice was given.
   
(3) The RSU and stock option awards have a continued vesting provision for all leaving reasons except in the case of a termination with cause or without good reason.
   
(4) As described under “Potential Benefits upon Change in Control” on page 43, we may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards. If that discretion were exercised for the unvested equity awards held by our NEOs upon a change in control, the estimated value of that accelerated vesting based on the closing price of our common stock on December 31, 2015 for our NEOs would be $922,079 for Mr. Clarke, $664,633 for Mr. McMullen, $646,249 for Mr. Kruchten, $199,361 for Mr. Cullimore and $236,881 for Mr. Mahe.
   
(5) EXCEL awards for the 2015 performance period would not be payable to an NEO in the event that the NEO left us during the 2015 performance period, including without cause, for good reason, or death and disability, except that if the termination were part of a divestiture by the Company, NEOs would be eligible to be considered for a pro-rata award if the successor company did not agree to accept liability for the EXCEL award. If our NEOs had terminated on December 31, 2015 as part of a divestiture and the successor company had not agreed to accept liability for their EXCEL awards, the estimated award amounts for our NEOs would have been $168,000 for Mr. Clarke, $75,600 for Mr. McMullen, $55,800 for Mr. Kruchten, $15,166 for Mr. Cullimore and $39,970 for Mr. Mahe.
   
(6) In the event of termination without cause, each U.S. NEO is eligible to receive outplacement services valued at $4,500 provided in accordance with our Termination Allowance Plan. In the event of termination due to disability, each U.S. NEO is eligible to receive benefits under our long-term disability plan. In the event of termination due to death, each U.S. NEO is eligible to receive $50,000 in term life insurance provided under our employee life insurance plan. In the event of Mr. Mahe’s termination due to disability, he is eligible to receive benefits under our Singapore insurance policy in the amount of $1,310,490 (SGD 1,800,000). In the event of Mr. Mahe’s termination due to death, he is eligible to receive life insurance benefits under our Singapore insurance policy in the amount of $873,660 (SGD 1,200,000). In the event of Mr. Cullimore’s termination due to disability, he is eligible to receive benefits under our Switzerland insurance policy in an annual amount of $208,038 (CHF 200,000). The estimated total amount of such payments to Mr. Cullimore through age 65 in accordance with the policy is $2,080,380 (CHF 2,000,000), which represents 10 annual payments. In the event of Mr. Cullimore’s termination due to death, he is eligible to receive life insurance benefits under our Switzerland insurance policy in the amount of $416,076 (CHF 400,000).
   
(7) Amounts shown for Mr. Cullimore were converted from Swiss francs to U.S. dollars using a 2015 average exchange rate of 1.04019.
   
(8) Amounts shown for Mr. Mahe were converted from Singapore dollars to U.S. dollars using a 2015 average exchange rate of 0.72805.

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DIRECTOR COMPENSATION

Introduction

Historically, our directors have been compensated through a combination of cash retainers and equity. We do not pay employee directors for Board service in addition to their regular employee compensation.

With the implementation of the new Board upon our emergence from Chapter 11 proceedings, the Board, through the Committee, conducted an analysis to determine an appropriate annual compensation structure and amount for the directors. The analysis included reference to board compensation at public companies of a size similar to us, while considering the complex issues facing our Board following our emergence from bankruptcy and our growth as a technology company. The Board also considered that the compensation structure should differ for those directors affiliated with our significant shareholders (Messrs. New and Smith) and as a result they do not receive equity awards. Based upon these considerations, the Board and Chair Retainers that the Board adopted effective September 2013 remained unchanged until August 11, 2015, when a new compensation structure for our non-employee directors was approved on the recommendation of our compensation consultant, as further described below.

The following was our compensation structure for our non-employee directors until the new director compensation structure was approved by the board during 2015:

Board Retainer ($) (1) Chair Retainer ($) (2)
Chairman 100,000 20,000
Director (not associated with significant shareholder) 100,000
Director (associated with significant shareholder) (3) 180,000
Audit and Finance Committee Chair 20,000
Corporate Governance and Nominating Committee Chair 20,000
Executive Compensation Committee Chair 20,000
   
(1) All retainer payments were made in equal quarterly installments in January, April, July and December.
 
(2) Messrs. Continenza, New, Parrett and Smith received a Chair Retainer in 2015.
 
(3) This retainer fee amount applied to Messrs. New and Smith.

The following new compensation structure for our non-employee directors was approved by the board on August 11, 2015, effective on that date:

Committee Equity Value Total Additional
Chair/Board Chair Fee ($) Retainer ($) Grant in
Cash Retainer ($) (1) ($) 2015
Mark S. Burgess 100,000 150,000 250,000
James V. Continenza 100,000 50,000 250,000 400,000 75,000
Matthew A. Doheny 100,000 150,000 250,000  
John A. Janitz 100,000 150,000 250,000
George Karfunkel 100,000 150,000 250,000
Jason New 180,000 20,000 200,000
William G. Parrett 100,000 20,000 150,000 270,000 75,000
Derek Smith 180,000 20,000 200,000
   
(1) Cash retainer payments had previously been paid in advance, but under the new director compensation structure approved by the board on August 11, 2015, quarterly cash retainer payments to be paid in arrears. The first quarterly cash retainer paid in arrears was made in December 2015 for the 4 th Quarter.

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2015 Director Compensation Table

Our non-employee directors received the following compensation in 2015:

Name Fees Earned or
Paid in Cash ($)
Stock Awards ($) (1) Total ($)
Mark S. Burgess          100,000                     150,002              250,002
James V. Continenza 120,000 (2) 325,004 (3) 445,004
Matthew A. Doheny 100,000 150,002 250,002
John A. Janitz 100,000 150,002 250,002
George Karfunkel 100,000 150,002 250,002
Jason New 200,000 0 200,000
William G. Parrett 120,000 225,003 (3) 345,003
Derek Smith 200,000 0 200,000
   
(1) The 2015 equity award was granted effective August 11, 2015 as RSUs. Given that directors had not had an equity grant since December 31, 2013, it was decided that the 2015 equity grant would vest on January 1, 2016. Future equity grants will be made to directors on the fifth trading day of each calendar year, commencing with 2016, and will vest after one year unless the Board determines otherwise at the time of grant. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718.
 
(2) Mr. Continenza is entitled to receive a pro-rata portion of his increased Chair fee for 2015, which will be paid in 2016.
 
(3) In 2015, an additional one-time grant in the form of RSUs was awarded to Messrs. Continenza and Parrett ($75,000 each) in recognition of their efforts on the Board during Kodak’s Chapter 11 process and emergence, as well as their continuing efforts in 2014 as the new management team was being formed. These RSUs vested on January 1, 2016.

The following table reports the outstanding stock awards and stock option awards held by each of the non-employee directors at the end of fiscal year 2015:

Aggregate Stock and Option Awards Outstanding at Fiscal Year End

Restricted Stock Units Stock Options
Name Unvested (#) Vested (#) Unvested (#) Vested (#)
Mark S. Burgess 12,685 5,216 0 0
James V. Continenza 25,452 7,244 0 0
Matthew A. Doheny 12,395 4,636 0 0
John A. Janitz 12,395 4,636 0 0
George Karfunkel 12,395 4,636 0 0
Jason New 0 0 0 0
William G. Parrett 17,432 4,636 0 0
Derek Smith 0 0 0 0

Share Ownership Guidelines

Our directors are subject to share ownership guidelines, which were adopted on August 11, 2015. Our directors are required to accumulate certain levels of ownership of our equity securities within five years of such date, or, if later, within five years of first becoming a director, as follows:

Holding Requirement
Title Target Share
Ownership
Before Target Met After Target Met
Director 3X annual cash retainer None None

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Deferred Compensation

Effective December 26, 2013, we adopted the Deferred Compensation Plan for Directors, which allows non-employee directors to defer some or all of their Board Retainer and restricted stock unit awards into a phantom stock account.

Pursuant to this plan, the following directors elected to defer restricted stock unit awards granted on August 11, 2015:

James V. Continenza - 21,827 RSUs (100%); and

Matthew A. Doheny - 10,074 RSUs (100%).

Expense Reimbursement

We reimburse our directors for reasonable travel expenses incurred in connection with attending Board, Committee and shareholder meetings and other Board business events.

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PROPOSAL 2

PROPOSAL 2 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Our named executive officers are identified in the Compensation Discussion and Analysis of this Proxy Statement. Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, you are voting on a proposal, commonly known as a “say-on-pay” proposal, which gives our shareholders the opportunity to endorse or not endorse our named executive officer pay programs and policies through the following resolution:

RESOLVED, that the shareholders approve the compensation of Eastman Kodak Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the 2016 Annual Meeting of Shareholders (which disclosure includes the Compensation Discussion and Analysis, compensation tables and related narrative discussion).

As discussed in the Compensation Discussion and Analysis, we believe that our executive compensation program is designed to attract, motivate and retain individuals with the skills required to achieve our business objectives. Our compensation strategy is to provide opportunities to incentivize and reward our named executive officers when they deliver defined performance results that are based on success in a diverse set of businesses. We also align the interests of our executives with those of our shareholders and our long-term interests through stock ownership. We believe that the compensation of our named executive officers for 2015 was appropriate and aligned with our performance results and strategic plan.

In order to be approved on an advisory basis, this proposal must receive the affirmative vote of the majority of votes cast. Because your vote is advisory, it will not be binding on our Board of Directors. However, our Board values the opinions that our shareholders express in their votes and will take into account the outcome of the vote when considering future executive compensation arrangements as it deems appropriate.

The Board of Directors recommends you vote FOR the advisory resolution approving the compensation of our named executive officers as described in the Compensation Discussion and Analysis, compensation tables and related narrative discussion.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

BENEFICIAL SECURITY OWNERSHIP OF MORE THAN 5% OF THE COMPANY’S COMMON SHARES

The table below presents certain information as of March 30, 2016 regarding the persons known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, with percentages based on 42,100,993 shares outstanding.

Number of Common Shares Percent of Class
Name and Address of Beneficial Owner Beneficially Owned Beneficially Owned
Blackstone Holdings I L.P., et al
c/o The Blackstone Group L.P.
345 Park Avenue
New York, New York 10154 8,938,916 (1)             21.2%         
BlueMountain Capital Management, LLC, et al
280 Park Avenue, 12th Floor
New York, New York 10017 7,960,764 (2) 18.9%
Moses Marx
160 Broadway
New York, New York 10038 5,277,832 (3) 12.5%
Franklin Mutual Advisers, LLC
101 John F. Kennedy Parkway
Short Hills, NJ 07078-2789 3,825,309 (4) 9.1%
The George Karfunkel 2007 Grantor Retained Annuity Trust #1
The George Karfunkel 2007 Grantor Retained Annuity Trust #2
430 East 57 th Street
New York, New York 10022 2,341,830 (5) 5.6%
(1) Blackstone Holdings I L.P. reports sole voting and dispositive power with respect to 6,662,505 shares of our common stock. Based on a closing price of $13.74 per share of our common stock on November 9, 2015, the amount shown does not include shares of our common stock issuable upon the exercise of 230,820 net-share settled warrants to purchase shares of our common stock that may be deemed to be beneficially owned by the reporting persons but that cannot be settled for shares of our common stock pursuant to the terms thereof. This information is based on Amendment No. 4 to Schedule 13D filed with the SEC on November 10, 2015 by Blackstone Holdings I L.P.
(2) BlueMountain Capital Management, LLC serves as investment manager to various funds and reports shared voting and dispositive power with respect to 7,449,406 shares of our common stock directly owned by the funds. This amount includes 511,358 net-share settled warrants to purchase shares of our common stock. This information is based on Amendment No. 2 to Schedule 13D filed with the SEC on December 2, 2014 by BlueMountain Capital Management, LLC.
(3) Moses Marx reports sole voting and dispositive power over 3,139,741 shares, or 7.5%, of our common stock held by Momar Corporation, of which Mr. Marx serves as president, and 1,504,449 shares held by United Equities Commodities Company, a private investment company of which Mr. Marx is a 99% general partner. The amount shown also includes 246,574 shares held directly by Mr. Marx, 85,000 shares held by 111 John Realty Corp., in which Mr. Marx and his spouse hold a 50% interest, 6,030 shares held by Marneau Holding Company, in which Mr. Marx holds a direct and indirect 75% interest and an aggregate of 296,038 net-share settled warrants to purchase shares of our common stock. This information is based on the Schedule 13D filed jointly by Mr. Marx and Momar Corporation on September 13, 2013 and subsequent Section 16 reports filed with the SEC by Mr. Marx.
(4) Franklin Mutual Advisers, LLC reports sole voting and dispositive power with respect to all 3,825,309 shares. Franklin Mutual Quest Fund, a series of Franklin Mutual Series Funds and an investment company registered under the Investment Company Act of 1940, has an interest in all 3,825,309 shares (including 97,164 net-share settled warrants to purchase shares of our common stock). This information is based on Amendment No. 1 to Schedule 13G filed with the SEC on February 2, 2016 by Franklin Mutual Advisers, LLC, reporting beneficial ownership as of December 31, 2015.
(5) The George Karfunkel 2007 Grantor Retained Annuity Trust #1 (Trust #1), the George Karfunkel 2007 Grantor Retained Annuity Trust #2 (Trust #2), and Jay M. Miller, the trustee of Trust #1 and Trust #2, have sole voting and dispositive power with respect to 2,189,078 shares and 152,752 net-share settled warrants to purchase shares of our common stock. This information is based on the Schedule 13D filed with the SEC on September 13, 2013 by Trust #1 and Trust #2.

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BENEFICIAL SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The table below presents certain information as of March 30, 2016 regarding shares of our common stock held by our directors (who are also our director nominees), each of our named executive officers and all directors and executive officers as a group.

Number of Common Shares
Beneficially Owned on Percent of Class
Name of Beneficial Owner March 30, 2016 (1)(3) Beneficially Owned (1)(2)(3)
Directors
Mark S. Burgess 12,682 (4) --
Jeffrey J. Clarke (5) 196,130 (6) --
James V. Continenza 0 (7) --
Matthew A. Doheny 0 (8) --
John A. Janitz 14,710 --
George Karfunkel 1,382,774 (3)(9) 3.3%
Jason New (10) --
William G. Parrett 19,747 --
Derek Smith (11) --
Named Executive Officers
Philip Cullimore 10,047 (12) --
Brad W. Kruchten 34,463 (3)(13) --
Eric-Yves Mahe 20,122 (14) --
John N. McMullen 6,508 --
All directors and executive officers as a group (18 persons, including the above) 1,755,738 (15) 4.1%
(1) Under the rules of the SEC, “beneficial ownership” is deemed to include shares for which an individual, directly or indirectly, has or shares voting or dispositive power, whether or not they are held for the individual’s benefit, and includes shares that may be acquired within 60 days, including, but not limited to, the right to acquire shares by the exercise of options or warrants. Shares that may be acquired within 60 days are referred to in the footnotes to this table as “presently exercisable options, “presently exercisable warrants” or RSU awards that vest on a specific date. Percentages are based on 42,100,993 shares outstanding except where the person has the right to receive shares within the next 60 days (as indicated in the other footnotes to this table), which increases the number of shares owned by such person and the number of shares outstanding. Unless otherwise indicated in the other footnotes to this table, each shareholder named in the table has sole voting and investment power with respect to all of the shares shown as owned by the shareholder.
(2) We have omitted percentages of less than 1% from the table.
(3) For Messrs. Karfunkel and Kruchten and certain executive officers who are not NEOs, the amounts shown include 125% Warrants to purchase shares of our common stock at an exercise price of $14.93 and 135% Warrants to purchase shares of our common stock at an exercise price of $16.12. Each of these Warrants entitles the holder to purchase one share of common stock; however for each Warrant exercised, the holder will receive a net share amount equal to the number of shares issuable upon the exercise multiplied by the closing sale price of our common stock on the exercise date minus the exercise price, divided by the closing sale price, together with cash for any fractional shares. The shares shown and referred to in the other footnotes to this table regarding the Warrants are subject to this net-share calculation.
(4) Mr. Burgess has 2,608 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors.
(5) Mr. Clarke is also an NEO.
(6) The amount shown includes a presently exercisable option to purchase 127,363 shares of our common stock.
(7) Mr. Continenza has 29,071 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors.

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(8) Mr. Doheny has 14,710 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors.
(9) The amount shown includes presently exercisable warrants as follows: 125% Warrants to purchase 25,057 shares of our common stock and 135% Warrants to purchase 25,057 shares of our common stock.
(10) Certain funds or accounts managed, advised or sub-advised by GSO Capital Partners LP (“GSO”) own beneficial interests in our company, including the shares of common stock and warrants reported by Blackstone Holdings I L.P. in the table “Beneficial Security Ownership of More than 5% of the Company’s Common Shares.” GSO makes investment decisions through committees composed of senior managing directors and senior management. Mr. New is a Senior Managing Director of GSO. Mr. New disclaims beneficial ownership of these shares.
(11) Various private funds managed by BlueMountain Capital Management, LLC (“BlueMountain”) hold the 7,960,764 shares (inclusive of warrants) reported in the table “Beneficial Security Ownership of More than 5% of the Company’s Common Shares.” Each fund has delegated voting and investment power of its investments, including the 7,960,764 shares, to BlueMountain, which is exercised by BlueMountain’s Investment Committee. Mr. Smith is a member of the Investment Committee.
(12) The amount shown includes a presently exercisable option to purchase 4,224 shares of our common stock.
(13) The amount shown includes 90 shares of our common stock held by Mr. Kruchten’s spouse; a presently exercisable option to purchase 17,773 shares; and presently exercisable warrants as follows: Mr. Kruchten: 125% Warrants to purchase 943 shares of our common stock and 135% Warrants to purchase 943 shares of our common stock; Ms. Kruchten: 125% Warrants to purchase 31 shares of our common stock and 135% Warrants to purchase 31 shares of our common stock.
(14) The amount shown includes RSUs, which convert into common stock on a one-for-one basis, which will vest on April 28, 2016 (7,031) and May 12, 2016 (928); and presently exercisable options to purchase 8,169 shares of our common stock.
(15) The amount shown also includes presently exercisable options and presently exercisable warrants for executive officers who are not NEOs as follows: options to purchase an aggregate of 30,745 shares of our common stock; 125% Warrants to purchase an aggregate of 1,102 shares of our common stock and 135% Warrants to purchase an aggregate of 1,102 shares of our common stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. Based solely on the written representations of our directors and executive officers and copies of reports that they and persons who owned more than 10% of our common stock have filed with the SEC, we believe that all of our directors, executive officers and greater than 10% beneficial owners timely complied with the filing requirements of Section 16(a) during 2015, except for Mr. Continenza and Mr. Doheny, both directors, who each filed one late report disclosing one transaction; Mr. McMullen, an executive officer, who filed one late report disclosing four transactions; Mr. Kruchten, an executive officer, who filed one late report disclosing one transaction by his spouse; Moses Marx, a greater than 10% owner of our common stock, who filed one late report disclosing nine transactions; Blackstone Group L.P. and related entities, which filed one late report disclosing distributions made pursuant to the First Amended Joint Plan of Reorganization of Eastman Kodak Company; and BlueMountain Capital Management, LLC and related entities, which filed one late report disclosing distributions made pursuant to the First Amended Joint Plan of Reorganization of Eastman Kodak Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INTERESTED TRANSACTIONS

Our Board has adopted written policies and procedures relating to approval or ratification of “interested transactions” with “related parties.” Under these policies and procedures, which are posted on our website at http://ek.client.shareholder.com/supporting.cfm, our Governance Committee reviews the material facts of all interested transactions that require the committee’s approval. The Governance Committee will approve or disapprove the interested transactions, subject to certain exceptions, by taking into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. No director or board observer may participate in any discussion or approval of an interested transaction for which he or she is a related party other than providing material information concerning the interested transaction to the Governance Committee. If an interested transaction will be ongoing, the Governance Committee may establish guidelines for our management to follow in its ongoing dealings with the related party and then, at least annually, must review and assess ongoing relationships with the related party.

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Under the Board’s policies and procedures, an “interested transaction” is any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), in which the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year, our company is a participant and any related party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A “related party” is any person who is or was, since the beginning of the last fiscal year for which we have filed a Form 10-K and proxy statement, a Section 16 Executive Officer, director or nominee for election as a director or board observer (even if the person does not presently serve in that role), a beneficial owner of greater than 5% of our common stock or any immediate family member of any of the foregoing. Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).

The Board will has granted standing pre-approval or ratification for the categories of interested transactions described below. In addition, any interested transaction with a related party in which the aggregate amount involved is expected to be less than $120,000 may be pre-approved by the Chair of the Governance Committee. Pre-approved interested transactions include:

Employment of Section 16 Executive Officers either if the related compensation is required to be reported or if the Section 16 Executive Officer is not an immediate family member of another Section 16 Executive Officer or a director, and the related compensation would be reported if the Section 16 Executive Officer was a “Named Executive Officer” and our Executive Compensation Committee approved (or recommended that the Board approve) such compensation.

Any compensation paid to a director if the compensation is required to be reported.

Any transaction with another company with which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues.

Any charitable contribution, grant or endowment by our company to a charitable organization, foundation or university with which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the greater of $1 million or 2% of the charitable organization’s total annual receipts.

Any transaction where the related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis (e.g., dividends).

Any transaction involving a related party where the rates or charges involved are determined by competitive bids.

Any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority.

Any transaction with a related party involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture or similar services.

The Governance Committee reviews pre-approved transactions at its regularly scheduled meetings. We were party to the following interested transaction with amounts exceeding $120,000 with related parties occurring since the beginning of 2015 as follows:

Dolores Kruchten, Director of Eastman Business Park since August 2015, is the spouse of our named executive officer, Brad Kruchten. There is no employment reporting relationship between Mr. Kruchten and Ms. Kruchten. In 2015, Ms. Kruchten earned $213,219 in total compensation, which included a sign-on grant of restricted stock units with a grant date fair value of $100,000.

Messrs. Karfunkel, New and Smith, each of whom is a current director, are principals of or affiliated with entities that hold an equity interest in our company by virtue of a Backstop Commitment Agreement that we entered into effective upon emergence from bankruptcy in September 2013. Mr. Karfunkel is affiliated with certain trusts that collectively hold 5.6% of our outstanding common stock. Mr. New is a Senior Managing Director of The Blackstone Group L.P.; Blackstone Holdings I L.P. holds 21.2% of our outstanding common stock. Mr. Smith is a Managing Partner and Co-Chief Investment Officer at BlueMountain Capital Management, LLC, which holds 18.9% of our outstanding common stock.

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PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT AND NON-AUDIT FEES

The following fees were approved by the Audit and Finance Committee and were billed by PricewaterhouseCoopers LLP (PwC), our independent registered public accounting firm (independent accountants), for services rendered in 2015 and 2014.

Type of Service (in millions) 2015 2014
Audit Fees $3.90 $5.0  
Audit-Related Fees 1.90   0.10
Tax Fees 0.04 0.10
All Other Fees 0.00 0.00
     Total     $5.84          $5.20     

The audit fees related primarily to the annual audit of our consolidated financial statements (including Section 404 internal control assessment under the Sarbanes-Oxley Act of 2002) included in our Annual Reports on Form 10-K, quarterly reviews of interim financial statements included in our Quarterly Reports on Forms 10-Q, and statutory audits of certain of our subsidiaries.

The audit-related fees for 2015 and 2014 related to assurance and related services.

Tax fees in 2015 were for tax compliance and consulting services, and in 2014 were for tax compliance services.

POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED BY OUR INDEPENDENT ACCOUNTANTS

The Audit and Finance Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the Pre-Approval Policy) requiring the committee’s pre-approval of all audit and permissible non-audit services provided by the independent accountants. The Pre-Approval Policy sets forth principles that must be considered by the Audit and Finance Committee in approving services to ensure that the independent accountant’s independence is not impaired; describes the audit, audit-related, tax and other permissible non-audit services that may be provided and the non-audit services that are prohibited; and sets forth the pre-approval requirements for all permitted services.

The Pre-Approval Policy provides for the general pre-approval of specific types of audit, audit-related, tax and other permissible non-audit services and annual approval of a budget for such services. As set forth in the Pre-Approval Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit and Finance Committee. In addition, any proposed services exceeding pre-approved budgeted amounts will also require specific pre-approval by the Audit and Finance Committee. The independent accountant is required to report quarterly to the Audit and Finance Committee regarding the extent of services provided in accordance with their pre-approval and the fees for the services performed to date. The Pre-Approval Policy also delegates to the Audit and Finance Committee’s Chair the authority to pre-approve specific engagements or changes to engagements when it is not practical to bring the matter before the Committee as a whole. The Audit and Finance Committee may not delegate its responsibilities to pre-approve services performed by the independent accountant to management or to others.

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PROPOSAL 3

PROPOSAL 3 - RATIFICATION OF THE AUDIT AND FINANCE COMMITTEE’S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PricewaterhouseCoopers LLP has been our independent registered public accounting firm for many years. The Audit and Finance Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm to serve a one-year term beginning on the date of the Annual Meeting.

A representative of PricewaterhouseCoopers LLP is expected to attend the Annual Meeting to respond to questions and, if he or she desires, make a statement.

As a matter of good corporate governance, the Audit and Finance Committee has determined to submit its selection of the independent registered public accounting firm to our shareholders for ratification. In the event that the selection of PricewaterhouseCoopers LLP is not ratified, the Audit and Finance Committee will review its future selection of an independent registered public accounting firm.

The ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the votes cast.

The Board of Directors recommends a vote FOR ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

By Order of the Board of Directors
 

 
Sharon E. Underberg
General Counsel, Secretary, and Senior Vice President
April 11, 2016

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ANNUAL MEETING INFORMATION

DIRECTIONS TO 2016 ANNUAL MEETING

Location

Sheraton Atlanta Hotel
165 Courtland Street NE
Atlanta, GA 30303

Directions

From Hartsfield Jackson International Airport
- Follow the signs for I-85 North.
- Take exit number 248C – Andrew Young International Boulevard /GA Aquarium /Centennial Olympic Park.
- Go to the second traffic light and turn left onto Andrew Young International Boulevard.
- Go to the second traffic light and turn left onto Courtland Street.

The hotel entrance will be the second driveway on the left.

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EXHIBIT A

RECONCILIATION OF NON-GAAP MEASURES

In this Proxy Statement, we provide information regarding Operational EBITDA and revenue growth on a constant currency basis. These measures are non-GAAP financial measures. Our industry peers may provide similar supplemental non-GAAP information, although they may not use the same or comparable terminology and may not make identical adjustments. We believe that these non-GAAP measures represent important internal measures of performance. We provide these measures to give investors the same financial data management uses with the belief that this information will assist the investment community in properly assessing our underlying performance, financial condition, results of operations and cash flow.

All figures are in millions

Year Ended December 31, 2015
Operational EBITDA                        $ 122
All other 5
Depreciation and amortization                       (145 )
Corporate components of pension and OPEB income (1) 133
Restructuring costs and other (38 )
Stock-based compensation (18 )
Change in U.S. vacation benefits (4)   17
Consulting and other costs (2)   (13 )
Idle Costs (3) (3 )
Costs previously allocated to discontinued operations (1 )
Other operating expense, net excluding gain related to Unipixel termination (5) (5 )
Interest expense (63 )
Other charges, net (21 )
Reorganization items, net (5 )
Loss from continuing operations before income taxes (35 )
Provision for income taxes 32
Loss from continuing operations (67 )
(Loss) earnings from discontinued operations, net of income taxes   (8 )
Net loss (75 )
Less: Net income attributable to noncontrolling interests 5
Net Loss attributable to Eastman Kodak Company (GAAP basis) $ (80 )

(1) Composed of interest cost, expected return on plan assets, amortization of actuarial gains and losses, and curtailments and settlement components of pension and other postretirement benefit expenses.
(2) Consulting and other costs are primarily related to professional services provided for corporate strategic initiatives in the current year periods. The prior year periods primarily represent the cost of AlixPartners filling interim executive positions which are not captured within “Reorganization items, net” as well as consulting services provided by former executives during transitional periods.
(3) Consists of third party costs such as security, maintenance, and utilities required to maintain land and buildings in certain locations not used in any Kodak operations.
(4) In the fourth quarter of 2015, Kodak changed the timing of when U.S. employees earn their vacation benefits which reduced the related accrual as of December 31, 2015.
(5) In 2015 a $3 million gain was recognized related to assets that were acquired for no monetary consideration as a part of the termination of the relationship with Unipixel. The gain was reported in Other operating (income) expense, net in the Consolidated Statement of Operations. Other operating (income) expense, net is typically excluded from the segment measure. However, this particular gain was included in the Micro 3D Printing and Packaging segment’s earnings in 2015.



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The following table reconciles the change in Software and Solutions Division revenues on a constant currency basis to the most directly comparable GAAP measure of total segment revenue for the twelve months ended December 31, 2015, and 2014, respectively:

FY 2014 $ Change in
Total Revenues on a
FY 2015 FY 2015 Segment Constant $ Change in % Change in
Revenues on Impact of Total Segment Revenue as Currency % Change in Total Segment Total Segment
a Constant Foreign Revenue as Reported Basis vs FY Revenues on a Revenues as Revenues as
   Currency    Exchange    Reported    (GAAP    2014    Constant    Reported    Reported
Basis (6) (GAAP Basis) Basis) As Reported Currency Basis (GAAP Basis) GAAP Basis)
Software and Solutions $121 $(9) $112 $108 $13 12% $4 4%

The following table reconciles the change in KODAK PROSPER revenues on a constant currency basis to the most directly comparable GAAP measure of total revenue for the twelve months ended December 31, 2015, and 2014, respectively:

FY 2015     FY 2014     % Change
KODAK PROSPER revenues on a constant currency basis $ 84   $ 60      40 %   
                     
Impact of foreign exchange (6)   (3 )    -  
KODAK PROSPER revenues as reported (GAAP Basis) $            81 $            60            35 %

(6) The impact of foreign exchange represents the 2015 foreign exchange impact using average foreign exchange rates for 2014 rather than the actual exchange rates in effect for the respective period in 2015.



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IMPORTANT ANNUAL MEETING INFORMATION

 

 

 

 




 

Using a black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated areas.

      

ADMISSION TICKET

 

 

Electronic Voting Instructions

You can vote by internet or telephone!
Available 24 hours a day, 7 days a week!

Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the internet or telephone must be received by 1:00 a.m., Eastern Time, on May 24, 2016.

Vote by Internet

Log on to the Internet and go to
www.envisionreports.com/KODK
Follow the steps outlined on the secured website.

Vote by telephone

Within USA, US territories & Canada, call toll free 1-800-652-VOTE (8683) on a touch tone telephone. There is NO CHARGE to you for the call.
Outside USA, US territories & Canada, call collect 1-781-575-2300 on a touch tone telephone.
Follow the instructions provided by the recorded message.

Annual Meeting Proxy Card

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.


  A    

Proposals — The Board of Directors recommends a vote FOR each of the nominees listed in Proposal 1 and FOR Proposals 2 and 3.


1. Election of Directors:    For    Against    Abstain       For    Against    Abstain       For    Against    Abstain      
    01 - Mark S. Burgess     ☐    02 - Jeffrey J. Clarke         03 - James V. Continenza    
    04 - Matthew A. Doheny 05 - John A. Janitz 06 - George Karfunkel
    07 - Jason New 08 - William G. Parrett 09 - Derek Smith

    For     Against     Abstain           For     Against     Abstain
2.  Advisory Vote to approve the compensation of our named executive officers.       3.  Ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.      ☐
 
 

 

  B    

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.     Signature 1 — Please keep signature within the box.     Signature 2 — Please keep signature within the box.
       /       /   
 
 

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.



                   02BPQG



Table of Contents

Eastman Kodak Company 2016 Annual Meeting
Tuesday, May 24, 2016 at 9:00 a.m., Eastern Time, Sheraton Atlanta Hotel, 165 Courtland Street NE, Atlanta, GA 30303

ADMISSION – If you vote by internet or telephone, please follow the instructions you will be given for requesting admission to the Meeting. If you vote by mail, to request admission, please check the appropriate box on the proxy card, and return it in the enclosed envelope. Please remove the attached “ Admission Ticket ” at the perforation. You must bring it with you, as well as proof of identity in the form of a government issued ID, to attend the Meeting . When you arrive, please follow the directions to the Meeting and check in at the admissions area. At that point you will receive your shareholder identification badge to wear at all times at the Meeting. If you indicate that you are bringing a guest, he or she must register with you at the same time in order to enter the Meeting, and must also have proof of identity in the form of a government issued ID. Seating at the Meeting is not reserved . We will accommodate shareholders on a first-come, first-served basis.

SECURITY – For security reasons, packages and briefcases will not be allowed in the Meeting. Do not bring them with you to the Meeting.
PRE-MEETING – The doors will open at approximately 8:30 a.m. The Meeting will begin promptly at 9:00 a.m.
TIME LIMIT – In order to allow all shareholders a chance to be heard, there will be a three-minute time limit imposed on each speaker and a 10-minute limit per subject.

NOTICE OF THE 2016 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Eastman Kodak Company will be held on Tuesday, May 24, 2016 at 9:00 a.m., Eastern Time at the Sheraton Atlanta Hotel, 165 Courtland Street NE, Atlanta, GA 30303. We are asking our shareholders to vote on the following proposals at the Annual Meeting:

1.        Election of the nine directors named in the Proxy Statement for a term of one year or until their successors are duly elected and qualified.
 
2.   Advisory Vote to approve the compensation of our named executive officers.
 
3.   Ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
 
4.   Such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1 and FOR Proposals 2 and 3.

If you held your shares at the close of business on March 30, 2016, you are entitled to vote at the Annual Meeting.

We follow the Securities and Exchange Commission “e-proxy” rules that allow public companies to furnish proxy materials to their shareholders over the internet. These rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

If you have any questions about the Annual Meeting, please contact: Shareholder Services, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0251, (585) 724-4053, e-mail: shareholderservices@kodak.com.

The Annual Meeting will be accessible by the handicapped. If you require special assistance, please contact Shareholder Services.

By Order of the Board of Directors

Sharon E. Underberg
General Counsel, Secretary and Senior Vice President
Eastman Kodak Company
April 11, 2016

▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

Proxy — Eastman Kodak Company       

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The shareowner(s) whose signature(s) appear(s) on the reverse side of this Proxy hereby appoint(s) James V. Continenza and Sharon E. Underberg, or either of them, each with full power of substitution, as proxies, to vote all stock in Eastman Kodak Company that the shareowner(s) would be entitled to vote on all matters that may properly come before the 2016 Annual Meeting of Shareholders and any adjournments or postponements thereof. The proxies shall vote subject to the directions indicated on the reverse side of this Proxy, and the proxies are authorized to vote in their discretion upon other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. The proxies will vote as the Board of Directors recommends where a choice is not specified.

NOMINEES FOR DIRECTOR: Mark S. Burgess, Jeffrey J. Clarke, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett, Derek Smith.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3.

This Proxy will be voted as directed. If no direction to the contrary is indicated, it will be voted as follows:
1. FOR the election of each of the nominees for director;
2. FOR the Advisory Vote to approve the compensation of our named executive officers; and
3. FOR the ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

 C 

Non-Voting Items

Meeting Attendance       Change of Address — Please print new address below.
I plan to attend the
Annual Meeting.
       
  
            I plan to bring a guest.        
  
 

 

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.