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): October 7, 2010
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
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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 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 7, 2010, Frank S. Sklarsky, Chief Financial Officer and Executive Vice President, Eastman Kodak Company (“Kodak” or the “Company”) advised the Company of his intention to resign from the Company effective November 5, 2010. The Company issued a press release on October 12, 2010, announcing this event. The press release is attached as Exhibit (99.1) to this filing.
On October 7, 2010, the Company's Board of Directors elected Antoinette P. McCorvey, age 53, as Chief Financial Officer and Senior Vice President, effective November 5, 2010. The Company issued a press release on October 12, 2010 announcing this event. The press release is attached as Exhibit (99.1) to this filing.
Ms. McCorvey has served as Kodak’s Director of Investor Relations since 2007 and is a Vice President. From 2006 to 2007, Ms. McCorvey was the Finance Director of the Company’s Consumer Digital Group and from 2003 to 2006 she was Director of Corporate Financial Planning and Analysis. Ms. McCorvey joined Kodak in 1999 as Assistant Controller and Finance Director for the Company’s Imaging Materials Group. Prior to joining Kodak, Ms. McCorvey was Vice President and General Manager of the Nylon Plastics, Polymers & Industrial Fibers business of Solutia, Inc. From 1979 to 1996, she held various finance roles with Monsanto Company. Ms. McCorvey received her MBA and BS in Accounting and Finance from the University of West Florida.
In connection with her election, the Executive Compensation and Development Committee of the Board (the "Committee") approved the following compensation arrangements for Ms. McCorvey during its meeting on October 7, 2010: (a) an annual base salary of $450,000; (b) a target performance bonus equal to 75% of her base salary under the Executive Compensation for Excellence and Leadership (“EXCEL”) Plan, if earned; and (c) a one-time grant of 15,000 stock options. In addition, Ms. McCorvey agreed to waive her rights to receive a tax gross payment in the event of a change in control under the Company’s Executive Protection Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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(99.1)
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Press release issued by Eastman Kodak Company on October 12, 2010 relating to the appointment of Antoinette P. McCorvey as Chief Financial Officer and Senior Vice President.
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SIGNATURES
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/ Robert L. Berman
Robert L. Berman
Chief Human Resources Officer
and Senior Vice President
Date: October 12, 2010
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EASTMAN KODAK COMPANY
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INDEX TO EXHIBITS
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Exhibit No.
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(99.1)
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Press release issued by Eastman Kodak Company on October 12, 2010 relating to the appointment of Antoinette P. McCorvey as Chief Financial Officer and Senior Vice President.
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Exhibit (99.1)
EASTMAN KODAK COMPANY
Media Contact:
David Lanzillo, Kodak, +1 585-781-5481, david.lanzillo@kodak.com
Kodak’s Board Elects Antoinette McCorvey as Chief Financial Officer
Frank Sklarsky Leaving to Take CFO Post at Another Company
ROCHESTER, N.Y. Oct. 12 – Eastman Kodak Company (NYSE:EK) today announced that Antoinette (Ann) P. McCorvey, the company’s Director of Investor Relations and Vice President, has been elected by the board of directors to the position of Chief Financial Officer and Senior Vice President, effective Nov. 5. She will report to Antonio M. Perez, Kodak Chairman and Chief Executive Officer.
McCorvey’s promotion follows the resignation of Frank S. Sklarsky, 53, who is leaving effective Nov. 5 to accept a CFO post at another company.
McCorvey, 53, is an 11-year veteran of Kodak with more than 30 years of financial management experience. She was appointed to her investor relations position in 2007.
“I am pleased to announce Ann as our new CFO,” Perez said. “She is smart, capable, and energetic, with a deep business and finance operations background and is experienced in working with the investment community. Ann will do an excellent job in using the tools of finance to support Kodak’s digital strategy and long-term growth prospects.
“I would also like to thank Frank for his contributions to the company and to wish him well in his future endeavors,” Perez said. “Frank also groomed Ann to serve as his successor, so the company and its shareholders will be well served by the continuity in leadership this represents.”
McCorvey joined Kodak in 1999 as Director, Finance, Imaging Materials Manufacturing. She has held assignments of increasing responsibility including Director, Finance, Global Manufacturing and Logistics; Director, Finance, Corporate Financial Planning and Analysis, and Director, Finance and Vice President, Consumer Digital Imaging Group.
Prior to Kodak, McCorvey had a 20-year career with Monsanto/Solutia. Her last assignment at Solutia, Inc. (the former Chemical Company of Monsanto) was Vice President/General Manager of Nylon, Plastics, Polymers and Industrial Fibers. McCorvey earned a degree in Finance and Accounting and an MBA from the University of West Florida in Pensacola. She is a Certified Management Accountant.
“I am proud and honored to be given the opportunity to make a greater contribution to the transformation of Kodak,” McCorvey said. “I have worked closely with the management team during my years at Kodak, and I know the potential this company has to achieve greater things. I look forward to doing my part to help Kodak achieve its goals, in conjunction with an exceptional corporate finance team.”
Sklarsky, who joined Kodak in 2006 from Conagra Foods Inc., will participate in the company’s third-quarter conference call on Oct. 28.
"It's been an honor and a privilege to work with Antonio and this remarkable Kodak team," Sklarsky said. "I have nothing but respect and admiration for the people of Kodak, and I am fully confident in the company's long-term business prospects. I am leaving because I received a professional opportunity that I simply could not pass up. I remain a huge supporter of Kodak, its products and its people, and I look forward to watching the company successfully complete its business transformation.”
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