Eastman Kodak Company (NYSE:KODK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Eastman Kodak Company (NYSE:KODK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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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
director to serve a term of one year to expire at the
2018 Annual Meeting of Shareholders or until their
respective successors are duly elected and qualified, as
set forth below:

Name

Votes For

Votes Against

Abstentions

Broker Non-Votes

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
compensation of the Companys Named Executive Officers (as
set forth in the definitive Proxy Statement), as set
forth below:

Votes For

Votes Against

Abstentions

Broker Non-Votes

48,155,951

166,807

59,381

3,802,481

3.

Shareholders ratified the selection of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm to serve a one-year
term beginning on the date of the Annual Meeting, as set
forth below:

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
Company


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.

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