Eastman Kodak Company (NYSE:KODK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or By-Laws;
Change in Fiscal Year.
On May 23, 2017, the Board of Directors of Eastman Kodak Company
(the Company) approved an amendment to Article 2, Section 1 of
the Companys Third Amended and Restated By-Laws (the By-Laws), to
reduce the minimum number of Directors that may constitute the
Board of Directors from nine to seven. The amendment to the
By-Laws was made in order to permit the number of Directors
comprising the Board following the May 23, 2017 Annual Meeting of
Shareholders and to provide greater flexibility to the Board
regarding its size. No other changes were made to the By-Laws.
The amendment is contained in the Fourth Amended and Restated
By-Laws of Eastman Kodak Company, which is attached to this
Current Report on Form 8-K as Exhibit 3.1 and incorporated herein
by reference.
Item 5.07Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Shareholders of the Company (the
Annual Meeting) was held on May 23, 2017 at 9:00 a.m. ET at The
Benjamin, 125 East 50th Street, New York, NY.The
Company filed its definitive Proxy Statement for the proposals
voted upon at the Annual Meeting with the Securities and Exchange
Commission on April 10, 2017 and filed a supplement thereto with
the Securities and Exchange Commission on May 18, 2017.As of
March 29, 2017, the record date for the Annual Meeting, there
were 42,451,096 shares of common stock and 2,000,000 shares of
5.50% Series A convertible preferred stock (Series A Preferred
Stock) issued and outstanding.Holders of shares of common stock
and Series A Preferred Stock vote together as a single class,
with holders of common stock having one vote per share and
holders of Series A Preferred Stock having 5.7471 votes per share
(representing the number of shares of common stock into which
each share of Series A Preferred Stock was convertible as of the
record date). Accordingly, a total of 53,945,296 votes were
entitled to be cast at the Annual Meeting.Holders of shares
representing an aggregate of 52,184,620 votes were present or
represented at the Annual Meeting, constituting a quorum for the
transaction of business.
The matters submitted to a vote of security holders at the Annual
Meeting were as follows:
|
1. |
Shareholders elected each of the Companys nominees for |
|
Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
Mark S. Burgess |
48,176,977 |
195,293 |
9,869 |
3,802,481 |
|
Jeffrey J. Clarke |
48,174,638 |
198,415 |
9,086 |
3,802,481 |
|
James V. Continenza |
48,158,788 |
213,420 |
9,931 |
3,802,481 |
|
Matthew A. Doheny |
48,176,170 |
196,048 |
9,921 |
3,802,481 |
|
Jeffrey D. Engelberg |
48,176,314 |
195,954 |
9,871 |
3,802,481 |
|
George Karfunkel |
48,174,692 |
197,520 |
9,927 |
3,802,481 |
|
Jason New |
48,046,676 |
325,592 |
9,871 |
3,802,481 |
|
William G. Parrett |
48,098,535 |
273,766 |
9,838 |
3,802,481 |
|
2. |
Shareholders approved, through an advisory vote, the |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
48,155,951 |
166,807 |
59,381 |
3,802,481 |
|
3. |
Shareholders ratified the selection of |
|
Votes For |
Votes Against |
Abstentions |
|
52,130,995 |
29,160 |
24,465 |
|
Item 9.01 |
Financial Statements and Exhibits. |
|
(d) Exhibits. |
|
|
Exhibit No. |
Description |
|
3.1 |
Fourth Amended and Restated By-Laws of Eastman Kodak |
Eastman Kodak Company (NYSE:KODK) Recent Trading Information
Eastman Kodak Company (NYSE:KODK) closed its last trading session down -0.27 at 9.55 with 85,391 shares trading hands.
