EASTMAN KODAK COMPANY (NYSE:KODK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2017, John A. Janitz notified Eastman Kodak Company’s Board of Directors that he will retire from the Board effective as of the 2017 Annual Meeting of Shareholders of Eastman Kodak Company (“Kodak” or the “Company”), in accordance with the Company’s mandatory retirement policy applicable to directors, as set forth in its Corporate Governance Guidelines.  In addition, on February 9, 2017, Derek Smith notified the Board that he will not stand for re-election to the Kodak Board of Directors.  Messrs. Janitz and Smith will remain on the Board until the 2017 Annual Meeting of Shareholders.

As previously reported by the Company, to the Purchase Agreement dated November 7, 2016, among Kodak, Southeastern Asset Management, Inc. (“Southeastern”) and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which are investment funds managed by Southeastern (such investment funds collectively, the “Purchasers”), the Purchasers have the right to nominate at the Company’s annual meetings members to the Company’s Board of Directors proportional to the Purchasers’ share ownership on an as-converted basis, which will initially allow the Purchasers to nominate two members to the Board.