EASTMAN KODAK CO

Regulatory Filings • Apr 11, 2016

DEFA14A 1 eastmankodak_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

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)) |
| [ ] | Definitive Proxy
Statement |
| [X] | 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: |
| | 3) | Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
was determined): |
| | 4) | Proposed maximum aggregate value of transaction: |
| | 5) | Total fee paid: |
| [
] | 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. | |
| | 1) | Amount Previously
Paid: |
| | 2) | Form, Schedule or Registration
Statement No.: |
| | 3) | Filing Party: |
| | 4) | Date Filed: |

IMPORTANT ANNUAL MEETING INFORMATION

Annual Meeting Notice of Internet Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy Materials for Eastman Kodak Company’s Annual Meeting to be held on May 24, 2016 at 9:00 a.m., Eastern Time, at the Sheraton Atlanta Hotel, 165 Courtland Street NE, Atlanta, GA 30303.

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for Eastman Kodak Company’s Annual Meeting are available on the internet. Follow the instructions below to view the materials and vote online or request a copy. The proposals to be voted on are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Annual Report on Form 10-K and Notice of 2016 Annual Meeting and Proxy Statement are available at:

www.envisionreports.com/KODK

Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: To view and/or print the materials, go to www.envisionreports.com/KODK. Step 2: To vote, go to www.envisionreports.com/KODK and click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

| You can also help the environment by consenting online to
receive electronic delivery of future materials. | |
| --- | --- |
| ● | Obtaining a Copy of the Proxy Materials
– If you want to receive a copy of these documents, you must request one.
There is no charge to you for requesting a copy. Please make your request
for a copy as instructed on the reverse side on or before May 14, 2016 to
facilitate timely delivery. |

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, 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

PLEASE NOTE -- YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online, by telephone or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the Annual Meeting, please bring this notice and identification with you. Directions to attend the Annual Meeting where you may vote in person can be found in our Proxy Statement, which can be viewed at www.envisionreports.com/KODK.

●
➔	Internet – Go to www.envisionreports.com/KODK. Follow the instructions to log in and order a copy of the current
proxy materials and submit your preference
for e-mail or paper delivery of future proxy
materials.
➔	Telephone – Within the USA, US territories & Canada, call us free of
charge at 1-866-641-4276. Outside the USA, US territories & Canada, call us collect at 1-781-575-3170. Follow
the instructions to log in and order a paper copy of the materials by mail
for the current meeting. You can also
submit a preference to receive a paper copy for future meetings.
➔	E-mail –
Send an e-mail to investorvote@computershare.com with “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 reverse side and state that you want to receive a paper copy of current and/or future
proxy materials. To facilitate timely
delivery, all requests for a paper copy of the proxy materials must be
received by May 14, 2016.