mar2_2009bylawamend.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): February 24, 2009
Eastman
Kodak Company
(Exact
name of registrant as specified in its charter)
|
New
Jersey
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1-87
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16-0417150
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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343
State Street,
Rochester,
New York 14650
(Address
of Principal Executive Office) (Zip Code)
Registrant's
telephone number, including area code: (585)
724-4000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ] Soliciting
material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
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[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ] Pre-commencement
communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a) On
February 24, 2009, the Board of Directors of Eastman Kodak Company (the
“Company”) approved amendments to the Company’s By-Laws. Section 2 of
Article 2 of the Company’s amended By-Laws was amended to require that, in
uncontested Director elections (i.e., elections where the number of Director
nominees does not exceed the number of Directors to be elected), Director
nominees receive the affirmative vote of a majority of the votes cast in order
to be elected to the Board of Directors of the Company. The Company’s
Majority Vote Policy, which relates to this By-Law amendment, may be found in
the “Corporate Governance” section of the Company’s website at
www.kodak.com/go/governance.
Section 1
of Article 2 of the Company’s amended By-Laws was also amended to delete a
historical reference to the Board’s previous classified Board
structure. Beginning with the 2008 Annual Meeting of the Company’s
Shareholders, all of the Company’s Directors annually stand for election to
one-year terms.
The
Company’s amended By-Laws are attached as an exhibit to this
Report.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibit
(3.2) Eastman
Kodak Company Amended and Restated By-Laws
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Diane E. Wilfong
--------------------------------
Diane E. Wilfong
Chief Accounting Officer and
Controller
Date: March
2, 2009
EASTMAN
KODAK COMPANY
INDEX
TO EXHIBIT
Exhibit
No.
(3.2) Eastman
Kodak Company Amended and Restated By-Laws