277461109 Filings — Eastman Kodak Company - FilingSpy
277461109
Eastman Kodak Company
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A maker of commercial printing plates, presses, software, and consumables for print shops, Kodak also produces industrial and motion-picture film, pharmaceuticals, and functional materials, and earns royalties by licensing its famous name to makers of cameras, eyewear, and batteries. The company grew from George Eastman's 1888 Kodak camera, which came pre-loaded with film and made photography "as convenient as the pencil." Eastman invented the name "Kodak" itself—chosen for its strong "K" sound, meaning nothing in any language, short and impossible to misspell.
Eastman Kodak shareholders elect all seven director nominees and approve executive compensation and incentive plan at 2026 annual meeting.
The 2026 Annual Meeting of Shareholders was held virtually on May 20, 2026, with a quorum of 82,135,317 votes present or represented.
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All seven director nominees were elected: James V. Continenza, David P. Bovenzi, Philippe D. Katz, Kathleen B. Lynch, Jason New, Darren L. Richman, and Michael E. Sileck, Jr., each for a one-year term expiring at the 2027 annual meeting.
Shareholders approved, on an advisory basis, the compensation of the Named Executive Officers, with 51,722,507 votes for and 15,001,269 against.
Shareholders voted, on an advisory basis, for a one-year frequency of future advisory votes on executive compensation, with 39,558,616 votes for one year.
Shareholders approved the Third Amendment to the Amended and Restated 2013 Omnibus Incentive Plan and ratified the selection of Ernst & Young LLP as the independent registered public accounting firm.
5.07 Submission of Matters to a Vote of Security Holders
Eastman Kodak extends CEO James Continenza's contract to Dec 31, 2030
On February 23, 2026, Eastman Kodak entered a new Executive Chairman and CEO Agreement with James V. Continenza, effective January 1, 2026, extending his term to December 31, 2030.
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The new agreement replaces his prior employment agreement dated November 29, 2023, which was set to expire on February 26, 2027.
Continenza will receive an annual base salary of $1,200,000 and an annual cash incentive of up to 125% of base salary, determined by the Compensation Committee.
He received a renewal award of 5 million restricted stock units (RSUs) vesting in equal annual installments over five years, starting December 31, 2026.
He is entitled to annual RSU awards valued at $2,500,000, with half vesting over three years and half based on three-year performance goals.
If terminated without cause or for good reason, he is eligible for two years of salary and incentive, accelerated RSU vesting, and 18 months of COBRA coverage.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Eastman Kodak revises vesting terms for Terry R. Taber's RSUs
On February 12, 2026, the Compensation, Nominating and Governance Committee approved revisions to the vesting terms of Terry R. Taber's existing restricted stock units.
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The remaining 16,668 timing-vesting RSUs from the May 17, 2023 grant will vest on May 17, 2026, as scheduled.
The 50,000 performance-vesting RSUs from the same grant will vest on May 17, 2026, subject to current performance conditions.
The filing is an 8-K current report dated February 12, 2026, filed on February 19, 2026.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
On November 26, 2025, KRIP transferred its remaining liabilities and ~$13 million cash for missing participants to the PBGC, fully settling all pension obligations.
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Excess pension assets of $1.023 billion reverted to Eastman Kodak, comprising $614 million cash and $409 million in investment assets.
The company directed $5 million cash and $251 million investment assets to fund the new Kodak Cash Balance Plan for employees.
Kodak used $312 million of the reverted cash to prepay term loans, reducing the remaining principal balance to $200 million.
The company expects to pay $153 million in excise taxes by December 31, 2025, and projects ~$100 million cash from redeeming hedge fund investments by December 31, 2026.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Eastman Kodak SVP Terry Taber to retire effective January 2, 2026
Terry Taber, Senior Vice President, Advanced Materials & Chemicals, Chief Technical Officer and Vice President, notified Kodak of his retirement on November 14, 2025.
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His retirement is effective January 2, 2026.
Taber has worked at Kodak for 45 years and was instrumental in R&D and the Advanced Materials & Chemicals division.
After retirement, he will support the transition as a consultant and is expected to receive $25,000 per quarter.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements