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May 1,
2009
VIA
Overnight Mail
Mr. Gary
Todd
Division
of Corporate Finance
Mail Stop
3030
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Re:
Eastman Kodak Company
Definitive Schedule 14A
Filed April 2, 2009
File No. 001-00087
Dear Mr.
Todd:
This
letter responds to your letter of April 21, 2009 regarding the above referenced
Proxy Statement filed on Form 14A on April 2, 2009 (the “Proxy Statement”) by
Eastman Kodak Company (the “Company”). Your comment is set forth
below followed by our response.
Item
11. Executive Compensation
Competitive Compensation
Analysis, page 36
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1.
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By
letter dated January 29, 2008, the registrant responded to a prior staff
comment by stating that, “In future filings, to the extent the
Compensation Committee does not know the names of the specific individual
companies within these surveys, we will indicate this fact in our
disclosure rather than identifying the specific individual companies
included in the surveys.” Tell us where in the disclosure the
registrant has complied with this representation. We note the
disclosure that the Committee does not review the individual
companies, which is not the same as the representation the registrant
agreed to make.
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In 2008,
the Compensation Committee was not made aware of the names of the individual
companies that were included in the national compensation
surveys. Although we attempted to convey this fact by disclosing the
process that is followed with regard to survey data and stating that “[t]he
Committee does not review the individual companies who participate in these
surveys”, the precise statement in the first sentence above was not disclosed in
our Proxy Statement.
In future
filings, to the extent the Compensation Committee does not know the names of the
specific individual companies within compensation surveys upon which it relies,
we will indicate this fact in our disclosure.
As
requested in your letter, the Company acknowledges that:
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· the Company is
responsible for the adequacy and accuracy of the disclosure in the
filings;
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· staff comments or
changes to disclosure in response to staff comments do not foreclose the
Commission from taking any
action
with respect to the filing; and
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· the Company may not
assert staff comments as a defense in any proceeding initiated by the
Commission or any person under
the federal securities laws of the United
States.
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We
appreciate this opportunity to provide this response. If you would
like to discuss our response, please contact me at 585-724-9022.
Sincerely,
/s/ Patrick M. Sheller
Patrick M. Sheller
Corporate Secretary
cc: Antonio
M. Perez
Richard Braddock
Frank S. Sklarsky
Joyce P. Haag
Robert L. Berman
Virginia M. Meredith
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