Eastman Kodak Co

This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation disclosed for the Company’s named executive officers (NEOs). Management seeks shareholder approval to validate its executive pay design and to gauge investor support; the vote is advisory and not binding on the Board or the Compensation, Nominating and Governance Committee, although the Board will consider the outcome in future compensation decisions. The Company highlights that its pay program balances base salary, annual cash incentives tied to company performance (e.g., MPF annual Company EBITDA for 2025), and long-term equity awards (RSUs and PSUs) intended to align executives’ interests with long-term shareholder value. Recent actions cited in the proxy include special and contractual payments to the CEO (including a $2 million refinancing-related payment and multi-year PSU/RSU grants) and discretionary adjustments to certain NEO bonus payouts tied to specific achievements (e.g., KRIP reversion). The advisory vote occurs in a context of substantial prior shareholder support (96% approval at the 2025 say-on-pay vote), which management cites in assessing program appropriateness. From a governance perspective, the proposal is meant to provide accountability and feedback on pay-for-performance, while the non-binding nature preserves the Board’s discretion to make compensation decisions. Shareholders voting against could signal concerns about pay quantum, the structure of CEO employment agreements, potential dilution from equity grants, or specific transactions such as large retention or transaction-related payments. Institutional investors will assess the mix of fixed vs. variable compensation, the stringency of performance metrics, clawback policies, and alignment of realized pay with long-term returns when evaluating this vote. The Board recommends a FOR vote and frames the program as aligned with strategy and results, but investors should weigh the discretionary elements and contractual commitments when forming an independent view.

This advisory frequency proposal asks shareholders to select whether say-on-pay votes should occur every one, two or three years. The outcome is non-binding; the frequency receiving the most votes will be deemed selected, and the Board and Compensation Committee will take the result under advisement. Management recommends an annual (ONE YEAR) vote, arguing that yearly votes allow shareholders to express opinions on compensation practices that may change annually and to provide more timely feedback. The procedural context is that the Company previously recommended and received annual say-on-pay approval and the next required frequency vote will not be until 2032; nonetheless the Board seeks current reaffirmation. For investors, the choice balances administrative burden and the timeliness of feedback: annual votes increase shareholder engagement and responsiveness to pay changes, while multi-year votes reduce voting frequency and potential short-termism. Given the Company’s recent high support for say-on-pay (96% in 2025), the Board’s recommendation for annual frequency is consistent with its view that ongoing investor input has been constructive. The advisory nature means that even a plurality selecting a multi-year frequency would not legally bind the Board but would signal shareholder preference. Proxy advisory firms and large institutional investors will assess whether annual votes meaningfully improve governance oversight or simply increase routine voting; their policies may influence voting outcomes. Overall, an annual frequency gives shareholders the most frequent formal feedback mechanism on executive pay alignment with performance.

This management proposal asks shareholders to approve a material amendment to the Company’s long‑standing equity incentive vehicle by increasing the share reserve from 20 million to 28 million shares and extending the Plan term to May 20, 2036. Management frames the request as necessary to continue granting equity and cash awards used for recruiting, retaining and incentivizing employees and non‑employee directors, and estimates the increment will cover approximately six years of anticipated award activity. Key governance safeguards remain: annual grant limits per employee and per director, shareholder approval required for future material amendments, and adjustment mechanisms in the Plan for corporate events; however, shareholders will assess the dilutionary impact of the increased reserve relative to expected equity issuance and historical burn rates. The proxy discloses significant historical and contractual grants to executives (including the CEO’s contractual multi‑year RSU program) and director grant practices, which bear on how quickly the new reserve may be consumed. From a pay‑for‑performance lens, investors will examine whether the expanded reserve will be allocated to performance‑based awards with robust metrics and whether existing disclosure (e.g., share usage, run‑rate, and burn rate) is adequate to monitor dilution and alignment. The amendment also extends the plan term, preserving management flexibility to grant awards beyond the current expiration, which is a common operational need but may delay future shareholder reconsideration. The Board recommends FOR the amendment, arguing it supports strategic talent incentives; investors should weigh that rationale against potential shareholder dilution and demand clarity on grant pacing, performance conditions, and anti‑dilution protections. Overall, approval would maintain the Company’s ability to use equity compensation as a critical component of total rewards, but voting decisions should consider the quantum of the increase, the existence of contractual executive awards, and governance controls around award design and disclosure.