-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TSevVg+CiG4btXdxIgICEWR6XIQRwP0MTpuXgN2LM7qxOaPOQp9ZA12ix1aalY3y jaq+Qy43U/D39Q6jRCk4wQ== 0000031235-08-000025.txt : 20080222 0000031235-08-000025.hdr.sgml : 20080222 20080222093254 ACCESSION NUMBER: 0000031235-08-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080220 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080222 DATE AS OF CHANGE: 20080222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN KODAK CO CENTRAL INDEX KEY: 0000031235 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 160417150 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 08634755 BUSINESS ADDRESS: STREET 1: 343 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14650 BUSINESS PHONE: 7167244000 MAIL ADDRESS: STREET 1: 343 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14650 8-K 1 feb2220088-kdirector.txt EASTMAN KODAK COMPANY 8-K FILING 1 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 20, 2008 Eastman Kodak Company (Exact name of registrant as specified in its charter) New Jersey 1-87 16-0417150 - ---------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c)) 2 ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 20, 2008, the Board of Directors of Eastman Kodak Company (the "Company"), upon the recommendation of its Corporate Responsibility and Governance Committee, elected Dennis F. Strigl to the Company's Board of Directors. The Board of Directors determined that Mr. Strigl is independent under the New York Stock Exchange Listing Standards and the standards set forth under the Board's Corporate Governance Guidelines. With the addition of this new independent director, the size of the Board of Directors increased to twelve directors. Mr. Strigl will stand for re- election by a vote of the Company's shareholders at the Company's 2008 annual meeting of shareholders. Mr. Strigl will serve on the Audit Committee and the Finance Committee. There was no arrangement or understanding between Mr. Strigl and any other persons pursuant to which Mr. Strigl was elected as a director of the Company. Mr. Strigl, 61, serves as President and Chief Operating Officer of Verizon Communications. There are no related person transactions between the Company and Mr. Strigl. The Company does business with Verizon Communications. It has paid Verizon Communications and related companies approximately $1 million between 2005 and 2007 for product and services and total sales by the Company to Verizon Communications and related companies during the same period were approximately $1.5 million. As a non-employee director, Mr. Strigl will participate in the Company's Director Compensation Program. A copy of the Company's press release dated February 22, 2008 announcing the election of Mr. Strigl to the Board of Directors, is attached as Exhibit (99.1) to this Form 8-K and is incorporated by reference. 3 ITEM 9.01 Financial Statements and Exhibits (d) Exhibits (99.1) Press release issued by Eastman Kodak Company on February 22, 2008, announcing the election of Mr. Strigl to the Board of Directors. 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/ Laurence L. Hickey -------------------------- Laurence L. Hickey Corporate Secretary Date: February 22, 2008 4 EASTMAN KODAK COMPANY INDEX TO EXHIBIT Exhibit No. (99.1) Press release issued by Eastman Kodak Company on February 22, 2008, announcing the election of Mr. Strigl to the Board of Directors EX-99.1 2 exhibit991.txt EXHIBIT (99.1) Exhibit (99.1) EASTMAN KODAK COMPANY Media Contact: Barbara Pierce 585-724-5036 barbara.pierce@kodak.com Kodak Board Elects New Member to Board of Directors Verizon's Dennis Strigl Brings Wealth of Experience From Wireless Communications Industry ROCHESTER, N.Y., Feb. 22 - Eastman Kodak Company (NYSE:EK) announced today that Dennis F. Strigl, President and Chief Operating Officer of Verizon Communications, was named to the company's board of directors, effective February 21, 2008. Mr. Strigl, 61, became President and COO of Verizon in January 2007. In 2000, he was responsible for bringing together the domestic wireless operations of Bell Atlantic, Vodafone AirTouch and GTE to form Verizon Wireless, for which he served as President and CEO until being named to his current position with the company. "I am pleased to welcome Denny Strigl to our board," said Antonio M. Perez, Kodak's Chairman and Chief Executive Officer. "Denny is widely recognized as one of the most prominent architects of the wireless communications industry. He launched the first cellular communications network in the U.S. while leading Ameritech's Mobile Communications business, and during his leadership at Verizon Wireless, increased the company's revenue by nearly 121 percent. Denny will bring a depth of experience to the board in an industry that is increasingly relevant to Kodak." Mr. Strigl received his bachelor's degree in business administration from Canisius College, and his MBA from Fairleigh Dickinson University. He began his career with New York Telephone and held positions at AT&T and Wisconsin Telephone before becoming Vice President of American Bell, Inc. His career took him to senior leadership positions at Ameritech Mobile Communications, Bell Atlantic, and Bell Atlantic Global Wireless, where he was named president and CEO in 1991. 2 Mr. Strigl is past chairman of the Board of Directors of the Cellular Telecommunications and Internet Association, and serves on the boards of directors of Verizon Wireless, Anadigics Inc., PNC Financial Services Group and PNC Bank. He also serves as chairman of the Board of Trustees of Canisius College. Mr. Strigl's election brings the Kodak board to 12 members, 11 of whom are independent directors, with Antonio Perez serving as the only non-independent director. About Kodak As the world's foremost imaging innovator, Kodak helps consumers, businesses, and creative professionals unleash the power of pictures and printing to enrich their lives. To learn more, visit http://www.kodak.com/, and our blogs: 1000words.kodak.com, and 1000nerds.kodak.com. # For photos of the above individuals, please contact: Christine Wiater, Eastman Kodak Company, at 585-724-2681 or christine.m.wiater@kodak.com. -----END PRIVACY-ENHANCED MESSAGE-----