Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
 
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
 
Filed by the Registrant [X] 
Filed by a Party other than the Registrant [   ]  
 
Check the appropriate box:       
[   ]      Preliminary Proxy Statement[   ] Soliciting Material Under Rule 14a-12
[   ] Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))		  
[X] Definitive Proxy Statement 
[   ] Definitive Additional Materials 

 EASTMAN KODAK COMPANY 
 (Name of Registrant as Specified In Its Charter) 
 
     
 (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) 

Payment of Filing Fee (Check the appropriate box):
[X]      No fee required.
[   ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  1)       Title of each class of securities to which transaction applies:
     
2)Aggregate number of securities to which transaction applies:
 
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
4)Proposed maximum aggregate value of transaction:
 
5)Total fee paid:
 
[   ] Fee paid previously with preliminary materials:
[   ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
  1) Amount previously paid:
     
 2) Form, Schedule or Registration Statement No.:
     
 3) Filing Party:
     
 4) Date Filed:
 










NOTICE OF 2014 ANNUAL MEETING

AND PROXY STATEMENTTable of Contents


Date of Notice April 15, 2014

 

 

 



NOTICE OF 2015
ANNUAL MEETING

AND PROXY



STATEMENT

Date of Notice: March 30, 2015

 

EASTMAN KODAK COMPANY
343 STATE STREET
ROCHESTER, NEW YORK 14650





Table of Contents

TABLE OF CONTENTS

PROXY STATEMENTNOTICE OF 2015 ANNUAL MEETING
1
Notice of the 20142015 Annual Meeting of Shareholders
  
QUESTIONS & ANSWERSPROXY STATEMENT
QUESTIONS & ANSWERS
2Questions & Answers
8Householding of Disclosure Documents
8Audio Webcast of Annual Meeting
8Printed Copy of 20132014 Annual Report on Form 10-K
  
PROPOSALS
9Company Proposals
9ItemProposal 1 —- Election of Directors
9ItemProposal 2 —- Ratification of the Audit and Finance
Committee’s Selection of PricewaterhouseCoopers LLP
LLP as our Independent Registered Public Accounting Firm
9Proposal 3 - Advisory Vote to Approve the
Firm
9Item 3 — Advisory Vote on the Compensation of our
Named Executive Officers
10Item 4 — Advisory Vote on the Frequency of the
Advisory Vote on the Compensation of our Named
Executive Officers
 
BOARD STRUCTURE AND
CORPORATE GOVERNANCE
11Introduction
11Corporate Governance Overview
11Business Conduct Guide and
Directors’
Code of Conduct
11Audit and Finance Committee Financial QualificationsDirector Independence
12and Memberships
12Board of Directors
16Board Leadership Structure
16Committees of the Board
181720132014 Board Committee Membership
1817Executive Compensation Committee Interlocks and
Insider Participation
17Insider ParticipationGovernance Practices
1820Governance Practices
COMMITTEE REPORTS
21Report of the Audit and Finance Committee

EXECUTIVE COMPENSATION
21Report of the Corporate GovernanceExecutive Compensation Committee
21Compensation Discussion and NominatingAnalysis
22Executive Summary
Committee23Determining Executive Compensation
25Elements of Compensation
252014 Compensation Decisions
30Other Compensation
32Program Governance
32Severance and Change in Control Arrangements
34Compensation of Named Executive Officers
34Summary Compensation Table
37Employment Agreements
39Grants of Plan-Based Awards Table
41Outstanding Equity Awards at 2014 Fiscal Year-End
Table
42Option Exercises and Stock Vested Table
42Pension Benefits for 2014
43Pension Benefits Table
44Non-Qualified Deferred Compensation for 2014
45Potential Payments Upon Termination or Change
in Control
50Severance Payments Table
 
EXECUTIVEDIRECTOR COMPENSATION
22
52Report of the ExecutiveDirector Compensation
Committee
 
COMPENSATION DISCUSSION ANDSECURITY OWNERSHIP OF CERTAIN
ANALYSISBENEFICIAL OWNERS AND MANAGEMENT
22Executive Summary
23Determining Executive Target Total Direct
Compensation
24Elements of Total Direct Compensation
28Risk Mitigating Policies
28Other Policies
29Other Compensation Elements
30Severance and Change in Control Arrangements
30Satisfaction of Unsecured Claims and Cancellation of
Equity
 
COMPENSATION OF NAMED EXECUTIVE54
OFFICERS
31Summary Compensation Table
34Employment and Retention Arrangements
36Grants of Plan-Based Awards Table
38Outstanding Equity Awards at 2013 Fiscal
Year-End Table
38Option Exercises and Stock Vested Table
38Pension Benefits for 2013
39Pension Benefits Table
41Non-Qualified Deferred Compensation for 2013
42Termination and Change in Control Arrangements
45Severance Payments Table
DIRECTOR COMPENSATION
47Director Compensation
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
50Beneficial Security Ownership of More Than 5%
of the Company’s Common Shares
5155Beneficial Security Ownership of Directors and
Executive Officers
5256Section 16(a) Beneficial Ownership Reporting
Compliance
 
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR
INDEPENDENCE
5356Interested Transactions
54Board Independence
 
PRINCIPAL ACCOUNTING FEES AND SERVICES
55SERVICES
58Audit and Non-Audit Fees
5558Policy Regarding Pre-Approval of Services Provided
by the
our Independent AuditorAccountants
 
ANNUAL MEETING INFORMATION
56
592014Directions to 2015 Annual Meeting Directions
EXHIBIT A
Reconciliation of Non-GAAP Measures



Table of Contents

NOTICE OF 20142015 ANNUAL MEETING AND PROXY STATEMENT

Dear Shareholder:

You are cordially invited to attend our Annual Meeting of Shareholders on Wednesday,Tuesday, May 28, 201412, 2015 at 9:00 am Eastern Time, at the WWaldorf Astoria New York, 541 Lexington301 Park Avenue, New York, NY 10022. You will be asked to vote on Company proposals.proposals at the Annual Meeting.

Whether or not you attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, as well as by telephone or by mailing a proxy card or voting instruction card.form. We encourage you to use the internet, as it is the most cost-effective way to vote.

We look forward to seeing you at the Annual Meeting and would like to take this opportunity to remind you that your vote is very important.

Sincerely,


James V. Continenza
Chairman of the Board

NOTICE OF THE 20142015 ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders of Eastman Kodak Company will be held on Wednesday,Tuesday, May 28, 201412, 2015 at 9:00 am Eastern Time, at the WWaldorf Astoria New York, 541 Lexington301 Park Avenue, New York, NY 10022. TheWe are asking our shareholders to vote on the following will be voted onproposals at the Annual Meeting:

1. Election of nine directors named in the Proxy Statement for a term of one year or until their successors are duly elected and qualified.

2. Ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

3. Advisory vote on the compensation of our Named Executive Officers.

4. Advisory vote on the frequency of the advisory vote on the compensation of our Named Executive Officers.

5. Such other business as may properly come before the meeting or any adjournment thereof.

1.    Election of the nine directors named in the Proxy Statement for a term of one year or until their successors are duly elected and qualified.
2.Ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
3.Advisory vote to approve the compensation of our named executive officers.
4.Such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors recommends ayou vote FOR ItemsProposals 1, 2 and 3, and recommends 1 year with respect to Item 4.3.

If you were a shareholder of recordheld your shares at the close of business on March 31, 2014,18, 2015, you are entitled to vote at the Annual Meeting.

We are taking advantage of the Securities and Exchange Commission “e-proxy” rules that allow public companies to furnish proxy materials to their shareholders over the internet. These rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

If you have any questions about the Annual Meeting, please contact: Shareholder Services, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0251, (585) 724-4053, e-mail: shareholderservices@kodak.com.

The Annual Meeting will be accessible by the handicapped. If you require special assistance, please contact Shareholder Services.

By Order of the Board of Directors


Patrick M. ShellerSharon E. Underberg
General Counsel, Secretary & Chief Administrative Officerand Senior Vice President
Eastman Kodak Company
April 15, 2014March 30, 2015

Important Notice Regarding the Availability of Proxy Materials for the ShareholdersShareholder Meeting to be held on
May 28, 2014. 12, 2015.
The Notice of 20142015 Annual Meeting and Proxy Statement and 20132014 Annual Report on Form 10-K
are available at www.envisionreports.com/KODK.



QUESTIONSTable of Contents

&PROXY STATEMENT

QUESTIONS & ANSWERS

Q.Why am I receiving these proxy materials?
A.Our Board of Directors (the Board) is providing these proxy materials to you on the internet, or has delivered printed versions to you by mail, in connection with Kodak’s 20142015 Annual Meeting of Shareholders (the Annual Meeting), which will take place on Wednesday,Tuesday, May 28, 2014.12, 2015. As a shareholder, of record, you are invited to attend the Annual Meeting and are entitled and requested to vote on the items of businessproposals described in this Proxy Statement. The approximate date on whichWe are making these proxy materials are being made available to you is April 15, 2014.
on or about March 30, 2015.
Q.What is included in these proxy materials?
A.These proxy materials include:
●
  • Our 20132014 Annual Report on Form 10-K; and
●Notice of 20142015 Annual Meeting and Proxy Statement.

If you received printed versions of the proxy materials by mail, these proxy materials also include the Proxy Card for the Annual Meeting.a proxy card.
Q.What am I voting on?
A.The Board is soliciting your proxy in connection with the Annual Meeting to be held on Wednesday,Tuesday, May 28, 201412, 2015 at 9:00 am Eastern Time, at the WWaldorf Astoria New York, 541 Lexington301 Park Avenue, New York, NY 10022, and any adjournment or postponement thereof.
You are voting on the following proposals:
1.    Election of the nine directors named in this Proxy Statement for a term of one year or until their successors are duly elected and qualified.
2.Ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
3.Advisory vote onto approve the compensation of our Named Executive Officers.named executive officers.
4.Advisory vote on the frequency of the advisory vote on the compensation of our Named Executive Officers.

The Board recommends that you vote FOR ItemsProposals 1, 2 and 3, and 1 year on Item 4.3.
Q.Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials this year instead of a full set of proxy materials?
A.This year, we are pleased to be again followingWe follow the Securities and Exchange Commission (SEC)(the SEC) “e-proxy” rules. These rules that allow companies to furnish proxy materials to shareholders over the internet. The “e-proxy” rules remove the requirement for public companies to automatically send shareholders a full, printed copy of proxy materials and allow them instead to deliver to their shareholders a “Notice of Internet Availability of Proxy Materials” (the Notice) and to provide online access to the documents. As a result, we mailed the Notice to many of our shareholders the Notice on or about April 15, 2014.March 30, 2015.
The Notice provides instructions on how to:
●
  • View our proxy materials for the Annual Meeting on the internet;internet and
  • vote; and
●Request a printed copy of the proxy materials.

In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the environmental impact of printed materials.
Q.Why didn’t I receive a notice in the mail about the internet availability of the proxy materials?
A.We are providing some of our shareholders, including those who have previously requested to receive paper copies of the proxy materials, with paper copies of the proxy materials instead of the Notice.
In addition, we are providing the Notice by e-mail to those shareholders who have previously elected delivery of the proxy materials electronically. Those shareholders should have received an e-mail containing a link to the website where the proxy materials are available.


Q.Where can I view the proxy materials on the internet?
A.ThisWe are making this Proxy Statement the form of proxy and voting instructions are being made available to shareholders on or about April 15, 2014,March 30, 2015, atwww.envisionreports.com/KODK.Our 2013We are also making our 2014 Annual Report on Form 10-K is being made available at the same time and by the same method. The 2014 Annual Report on Form 10-K is not to be considered as a part of the proxy solicitation material or as having beenand is not incorporated herein by reference.


Table of Contents

Q.How can I receive a printed copy of the proxy materials?
A.Shareholder of Record.You may request a printed copy of the proxy materials by any of the following methods:
●
  • Telephone: within the U.S.A., U.S. territories and Canada, call toll-free at 1-866-641-4276; or outside of theU.S.A., U.S.territoriesU.S. territories and Canada, call collect at 1-781-575-3170;
●Internet atwww.envisionreports.com/KODK;KODK; or
  • ●E-mail atinvestorvote@computershare.com. investorvote@computershare.com. Reference “Proxy Materials Order Eastman Kodak Company” on thesubjectin thesubject line. In the message, include your full name and address, and the number located in the shaded bar on theNotice/Proxy Card,proxy card, and state that you want to receive a paper copy of current and/or future meeting materials.

    Beneficial Owner.You may request a printed copy of the proxy materials by following the instructions provided to you by your broker, trustee or nominee.
    Q.What is the difference between holding shares as a shareholder of record and as a beneficial owner?
    A.Most Kodakof our shareholders hold their shares through a broker or other nominee (beneficial ownership)owner) rather than directly in their own name (shareholder of record). As summarized below, there are some distinctions between shares held of record and those owned beneficially.
    Shareholder of Record.If your shares are registered in your name with Kodak’sour transfer agent, Computershare, Trust Company, N.A., you are considered with respect to those shares, the shareholder of record of these shares, and we are making these proxy materials are being made available directly to you by Kodak.you. As thea shareholder of record, you have the right to give your voting proxy to Kodakour management or a third party, or to vote in person at the Annual Meeting.
    Beneficial Owner.If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and your broker, trustee or nominee is making these proxy materials are being made available to you together with a voting instruction card on behalf of your broker, trustee or nominee.form. As the beneficial owner, you have the right to direct your broker, trustee or nominee on how to vote your shares and youshares. You are also invited to attend the Annual Meeting. YourMeeting.Your broker, trustee or nominee has enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee on how to vote your shares. Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.For non-routine matters, your broker cannot In order to vote your shares, without your instructions. If you do not provide voting instructions, your shares will not be voted or counted. In this Proxy Statement, Proposals 1, 3 and 4 are considered “non-routine.”In order for your shares to be voted, you must either: 1) obtain a legal proxy that gives you the right to vote the shares at the Annual Meeting, or 2) provide voting instructions to your broker.
    Q.Will any other mattermatters be voted on?
    A.We are not aware of any other matters youthat shareholders will be asked to vote on at the Annual Meeting. If any other matter is properly brought before the Annual Meeting, the named proxies, James V. Continenza and Sharon E. Underberg, will vote for you on such matter in their discretion. New Jersey law (under which the Company is incorporated) requires that you be given notice of all matters to be voted on, other than procedural matters such as adjournment of the Annual Meeting.
    Q.How do I vote?
    A.Shareholder of Record.There are four ways to vote, ifIf you are a shareholder of record:record, there are four ways to vote:
    ●
    • By internet atwww.envisionreports.com/KODK. We encourage you to vote this way.
    ●By touch tone telephone: within the U.S.A., U.S. territories and Canada, call toll-free at 1-800-652-VOTE (8683);or outsidetheoutside the U.S.A., U.S. territories and Canada, call collect at 1-781-575-2300.
    • ●By completing and mailing your proxy card.
    • ●By written ballot at the Annual Meeting.

    Your shares will be voted as you indicate. If you return your signed proxy card or otherwise give the Company’s management your proxy, but do not indicate your voting preferences, James V. Continenza and Patrick M. Sheller will vote your shares FOR Items 1, 2 and 3, and 1 year for Item 4. As to any other business that may properly come before the Annual Meeting, James V. Continenza and Patrick M. Sheller will vote in accordance with their best judgment.

    3


    Beneficial Owner.If you are a beneficial owner, please follow the voting instructions sent to you by your broker, trustee or nominee.

    Your shares will be voted as you indicate.



    Table of Contents

    Q.What happens if I do not give specific voting instructions?
    A.Shareholder of Record.If you are a shareholder of record and you:
    ●
    • Indicate when voting on the internet or by telephone that you wish to vote as recommended by our Board; or
    ●If you sign and return a proxy card without giving specific voting instructions,

    the proxy holdersnamed proxies, James V. Continenza and Sharon E. Underberg, will vote your shares in the manner recommended by our Board on all matters presented in this Proxy Statement,(i.e. FOR Proposals 1, 2 and as the proxy holders may determine3) and in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
    Beneficial Owner.If you do not provide your broker, trustee or nominee with specific voting instructions, or if you do not obtain a legal proxy that gives you the right to vote the shares in person at the Annual Meeting, your shares will not be voted or counted.counted with respect to Proposals 1 and 3, both of which are non-routine proposals. Your broker, trustee or nominee has discretionary authority to vote your uninstructed shares with respect to Proposal 2, which is a routine proposal.Uninstructed shares with respect to which your broker does not have discretionary authority are known as “broker non-votes.”
    Q.What is the deadline for voting my shares?
    A.Shareholder of Record.If you are a shareholder of record and vote by internet or telephone, your vote must be received by 1:00 a.m., Eastern Time, on May 28, 2014,12, 2015, the morning of the Annual Meeting. If you are a shareholder of record and vote by mail or by written ballot at the Annual Meeting, your vote must be received before the polls close at the Annual Meeting.
    Beneficial Owner.If you are a beneficial owner, please follow the voting instructions provided by your broker, trustee or nominee. You may vote your shares in person at the Annual Meeting only if you obtain a legal proxy from your broker, trustee or nominee and providepresent it at the Annual Meeting.Meeting before the polls close.
    Q.Who can vote?
    A.ToYou must be able to vote your Kodak shares, the recordsa shareholder of the Company must show that you held your sharesrecord or a beneficial owner as of the close of business on March 31, 2014,18, 2015, the record date for the Annual Meeting. Each share of common stock is entitled to one vote.
    Q.How can I change my vote or revoke my proxy?
    A.Shareholder of Record.If you are a shareholder of record, you can change your vote or revoke your proxy before the Annual Meeting by:
    ●
    • Entering a timely new vote by internet or telephone;
    ●Returning a later-dated proxy card;
    ●Notifying Sharon E. Underberg, Secretary; or
  • Notifying Patrick M. Sheller, Secretary.

    • ●You may also completeCompleting a written ballot at the Annual Meeting.
    Beneficial Owner.If you are a beneficial owner, please follow the voting instructions sent to youprovided by your broker, trustee or nominee.
    Q.How are votes counted?
    A.In the election of directors, you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each of the nominees. If you elect to abstain in the election of directors, the abstention will not impact the election of directors. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted.
    If you elect to abstain in the election of directors, the abstention will not impact the outcome of the election.
    You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the proposal to ratify the Audit and Finance Committee’s selection of the independent registered public accounting firm. In tabulating the voting results for this proposal, only “FOR” and “AGAINST” votes are counted. If you elect to abstain with respect to this proposal, the abstention will not impact the ratificationoutcome of the Audit and Finance Committee’s selection of the independent registered public accounting firm.
    vote.
    You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the advisory vote onto approve the compensation of our named executive compensation.officers. In tabulating the voting results for this item,proposal, only “FOR” and “AGAINST” votes are counted. If you elect to abstain with respect to this proposal, the abstention will not impact the advisory vote on executive compensation.
    You may vote “1 YEAR,” “2 YEARS,” “3 YEARS” or “ABSTAIN” with respect tooutcome of the frequency of shareholder votes on executive compensation. In tabulating the voting results for this item, only “1 YEAR,” “2 YEARS” and “3 YEARS” votes are counted. If you elect to abstain with respect to this proposal, the abstention will not impact the vote as to the frequency of shareholder voting on executive compensation.vote.


    Table of Contents

    Q.What vote is required to approve each proposal?
    A.The following table describes the voting requirements for each proposal:
     
    ItemProposal 1 —-Election of Directors
    		As set forth in the Company’sour By-laws, the Board has adopted a majority voting standard for uncontested director elections. Because the number of nominees properly nominated for the Annual Meeting is the same as the number of directors to be elected at the Annual Meeting, the 20142015 election of directors is an uncontested election.

    To be elected in an uncontested election, a director nominee must be elected by a majority of the votes cast with respect to that director nominee. A majority of the votes cast means that the number of votes cast FOR a nominee’s election must exceed the number of votes cast AGAINST the nominee’s election. Each nominee receiving more votes FOR his or her election than votes AGAINST his or her election will be elected.

    ItemProposal 2 —- Ratification of the Audit and Finance Committee’s Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting FirmTo be approved, this proposal must receive the affirmative vote of a majority of the votes cast at the Annual Meeting.
    ItemProposal 3 —-Advisory Vote onto Approve the Compensation of our Named Executive Officersnamed executive officersTo be approved, on an advisory basis, this proposal must receive the affirmative vote of a majority of the votes cast at the Annual Meeting.
    Item 4 —Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive OfficersTo be approved on an advisory basis, the frequency (1 year, 2 years or 3 years) will be that which receives the most votes cast at the Annual Meeting.

    See pages 9 - 10 for Questions and Answers regarding the advisory votes on executive compensation and the shareholder voting on executive compensation. 
    Q.Is my vote confidential?
    A.Yes. Only the inspectors of election and certain individuals who help with processing and counting theof votes have access to your vote. DirectorsOur directors and employees of the Company may see your vote only if the Company needswe need to defend itselfourself against a claim or if there is a proxy solicitation by someone other than the Company.us. Therefore, please do not write any comments on your proxy card.
    Q.Who will count the vote?
    A.Computershare Trust Company, N.A. will count the vote. ItsA representative from Computershare will serve as the inspector of election.
    Q.Who can attend the Annual Meeting?
    A.If theour records of the Company show that you held your shares as of the close of business on March 31, 2014,18, 2015, the record date for the Annual Meeting, you can attend the Annual Meeting. Seating, however, is limited. Attendance at the Annual Meeting will be on a first-come, first-served basis, upon arrival at the Annual Meeting. Photographs may be taken and videotaping may be conducted at the Annual Meeting by the Company. We may use these images in publications. If you attend the Annual Meeting, we assume we have your permission to use your image.
    Q.What do I need to do to attend the Annual Meeting?
    A.To attend the Annual Meeting, please follow these instructions:
    ●
    • If you vote by internet or telephone, follow the instructions provided for attendance.
    ●If you vote by using a proxy card, check the appropriate box on the card.
    • ●If you are a beneficial owner, bring proof of your ownership with you to the Annual Meetinglegal proxy from your broker, trustee or nominee as well as proof of identity in theformthe form of a government issued ID.
  • ID to the registration area.
    • ●To enter the Annual Meeting, bring the Admission Ticket attached to your proxy card or printed from the internet as well asproofas proof of identity in the form of a government issued ID.
  • ID to the registration area.
    • ●If you do not have an Admission Ticket, go to the registration area upon arrival at the Annual Meeting.

    arrival.

    Seating at the Annual Meeting is limited and will be on a first-come, first-served basis.

    We may take photographs and videotape at the Annual Meeting, which we may use in publications. If you attend the Annual Meeting, we assume we have your permission to use your image.

    5


    Q.Can I bring a guest?
    A.Yes. If you plan to bring a guest to the Annual Meeting, follow the instructions on the internet or telephone or check the appropriate box on your proxy card. When you go through the registration area at the Annual Meeting, your guest must register with you and must present proof of identity in the form of a government issued ID.


    Table of Contents

    Q.What is the quorum requirement of the Annual Meeting?
    A.A majority of the outstanding shares on March 31, 2014 constitutes18, 2015 will constitute a quorum for voting at the Annual Meeting. If you vote, your shares will be part of the quorum. Abstentions and broker non-votes other than where stated, will be counted in determining the quorum, but neither will be counted as votes cast.quorum. On March 31, 2014,18, 2015, there were 41,676,22041,896,562 shares of our common stock outstanding.
    Q.Where can I find the voting results of the Annual Meeting?
    A.We intend to announce preliminary voting results at the Annual Meeting and disclose final results in a Form 8-K to be filed with the SEC within four business days of the Annual Meeting. If final results are not available at such time, the Form 8-K will disclose preliminary results, to be followed with an amended Form 8-K when final results are available. We also will publishpost final results on our corporate governance website athttp://ek.client.shareholder.com/supporting.cfm.
    supporting.cfm.
    Q.Can I nominate someone to the Board?
    A.Our By-laws provide that any shareholder maycan nominate a person for election to the Board so long as the shareholder follows the procedure outlined in theour By-laws as summarized below. In addition, the shareholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of Kodak common stock to elect the nominee. This is the procedure to be followed for direct nominations, as opposed to recommendations of nominees for consideration by our Corporate Governance and Nominating Committee.
    The complete description of the procedure for shareholder nominationnominations of director candidates is contained in our By-laws. AYou can request a copy of the full text of thethis By-law provision containing this procedure may be obtained by writing to our Secretary at our principal executive offices. Our By-laws can also be accessed athttp://ek.client.shareholder.com/supporting.cfm. supporting.cfm.
    For purposes of summarizing this procedure, we have assumed: 1) the date of the upcoming Annual Meetingannual meeting is within 30 days of the anniversary of the annual meeting for the previous year and 2) if the size of the Board is to be increased, that both the name of the director nominee and the size of the increased Board are publicly disclosed at least 120100 days prior to the first anniversary of the previous year’s annual meeting. Based on these assumptions, a shareholder desiring to nominate one or more candidates for election at the next annual meeting must deliver written notice of such nomination to our Secretary, at our principal executive office, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. Accordingly, for our 20152016 annual meeting, notice of nomination must be delivered to our Secretary no earlier than January 28, 201513, 2016 and no later than February 27, 2015.
    12, 2016.
    The written notice to our Secretary must contain the following information with respect to each nominee: 1) the proposing shareholder’s name and address; 2) the number of shares of the Company owned of record and beneficially by the proposing shareholder; 3) the name of the person to be nominated; 4) the number of shares of the Company owned of record and beneficially by the nominee; 5) a description of all relationships, arrangements and understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by the shareholder; 6) such other information regarding the nominee as would have been required to be included in the Proxy Statementproxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated, or intended to be nominated, by the Board, such as the nominee’s name, age and business experience; and 7) the nominee’s signed consent to serve as a director if so elected.
    Persons who are nominated in accordance with this procedure will be eligible for election as directors at the 20152016 annual meeting of the Company’s shareholders.
    Q.What is the deadline to propose actions for consideration at the 20152016 annual meeting?
    A.

    For a shareholder proposal to be considered for inclusion in Kodak’sour proxy statement for the 20152016 annual meeting, the Secretary must receive the written proposal at our principal executive office no later than the close of business on December 16, 2014.1, 2015. Proposals received after this date will be considered untimely. Proposals must comply with SEC regulations under Rule 14a-8 of the Securities Exchange Act of 1934, as amended, regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

         Secretary
         Eastman Kodak Company
         343 State Street
         Rochester, NY 14650-0224



    For a shareholder proposal that is not intended to be included in Kodak’sour proxy statement under Rule 14a-8, the shareholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of Kodak common stock to approve that proposal, provide the information required by theour By-laws of Kodak and give timely notice to the Secretary in accordance with theour By-laws, of Kodak, which, in general, require that the notice be received by the Secretary:

    • Not
    ●No earlier than the close of business on January 28, 2015;13, 2016; and
  • Not
    • ●No later than the close of business on February 27, 2015.12, 2016.

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    If the date of the shareholder meeting is moved more than 30 days before or 30 days after the anniversary of the 20142015 Annual Meeting, then notice of a shareholder proposal that is not intended to be included in Kodak’sour proxy statement under Rule 14a-8 must be received no earlier than the close of business 120 days prior to the meeting and no later than the close of business on the later of the following two dates:

    ●90 days prior to the meeting; and
    • ●10 days after public announcement of the meeting date.
    You may contact our Secretary at our principal executive office for a copy of the relevant By-law provisions regarding the requirements for making shareholder proposals. Our By-laws can also be accessed athttp://ek.client.shareholder.com/supporting.cfm.supporting.cfm.
    Q.How much didWho will pay the cost of this proxy solicitation cost?solicitation?
    A.The Company hired Georgeson Inc.We will bear all costs related to assist in the solicitation of votes. The estimated fee that the Company will pay for Georgeson’s services is $7,500 plus reasonable out-of-pocket expenses. In addition, the Companythis proxy solicitation. We will reimburse brokerage houses and other custodians, nominees, trustees and fiduciaries representing beneficial owners of shares for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders. Directors,such beneficial owners. Our directors, officers and employees of the Company may also solicit proxies and voting instructions in person, by telephone or other means of communication. These directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with these solicitations.
    In addition, we have retained Georgeson Inc. to assist us in delivering the Notice or proxy materials, as applicable, for a fee of approximately $5,000, plus reasonable out-of pocket expenses.
    Q.What other information about Kodakus is available?
    A.The following information is available:available on our website at http://ek.client.shareholder.com/supporting.cfm:
    ●
    • 20132014 Annual Report on Form 10-K on Kodak’s website athttp://ek.client.shareholder.com/supporting.cfm
    • Health, Safety and Environment Sustainability Report on Kodak’s website atwww.kodak.com/go/sustainabilityreport
    ●Corporate Responsibility Principles on Kodak’s website athttp://ek.client.shareholder.com/supporting.cfm
    • ●Corporate Governance Guidelines on Kodak’s website athttp://ek.client.shareholder.com/supporting.cfm
    • ●Business Conduct Guide on Kodak’s website athttp://ek.client.shareholder.com/supporting.cfm
    • ●Eastman Kodak Company By-laws on Kodak’s website athttp://ek.client.shareholder.com/supporting.cfm
  • ●Charters of the Board’s Committees (Audit and Finance Committee, Corporate Governance and Nominating Committee,and Executive Compensation Committee) on Kodak’s website athttp://ek.client.shareholder.com/supporting.cfm
    • ●Directors’ Code of Conduct on Kodak’s website athttp://ek.client.shareholder.com/supporting.cfm
  • Kodak
    • ●Board of Directors Policy on Recoupment of Annual IncentiveExecutive Bonuses in the Event of a Restatement Due to Fraudor Misconduct athttp://ek.client.shareholder.com/supporting.cfm
  • Certain Restatements 
    • ●Majority Vote Policy 
    ●Anti-Hedging Policy 
    ●Related Party Transactions Policies and Procedures 
    ●Corporate Political Contributions and Expenditures Policy 
    ●Health, Safety and Environment Sustainability Report is available on Kodak’sour website athttp://ek.client.shareholder.com/supporting.cfm

    www.kodak.com/go/sustainabilityreport

    You may request printed copies of any of these documents by contacting:
         Shareholder Services
         Eastman Kodak Company
         343 State Street
         Rochester, NY 14650-0251
         (585) 724-4053
         E-mail: shareholderservices@kodak.com

    The address of our principal executive office is:
         Eastman Kodak Company
         343 State Street
         Rochester, NY 14650



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    HOUSEHOLDING OF DISCLOSURE DOCUMENTS

    The SEC has adopted rules regarding the delivery of disclosure documents to shareholders sharing the same address. This rule benefits both you and Kodak.our company. It reduces the volume of duplicate information received at your household and helps Kodakus reduce expenses. Kodak expectsWe expect to follow this rule any time it distributeswe distribute annual reports, proxy statements, information statements and prospectuses. As a result, we are sending only one copy of the Notice or proxy materials, as applicable, to multiple shareholders sharing an address, unless we receive contrary instructions from one or more of these shareholders.

    If your household received aone copy of the Notice foror proxy materials this year, but you would prefer to receive your own copy, please contact Kodak’sour transfer agent, Computershare, Trust Company, N.A., by calling its toll-free number 1-800-253-6057, or by mail at P.O. Box 43078, Providence, RI 02940-3078.

    If you would like to receive your own Notice or proxy materials in future years, follow the instructions described below:

    ●If your shares are registered in your own name, please contact our transfer agent, Computershare, and inform them of your request by phone: 1-800-253-6057, or by mail: P.O. 43078, Providence, RI 02940-3078. You may also use this same contact information if you share an address with another shareholder, and together both of you would like to receive only a single Notice or set of proxy materials.
    ●If a broker or other nominee holds your shares, please contact Broadridge Financial Solutions, Inc. and inform them of your request by phone: 1-800-542-1061, or by mail: Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Be sure to include your name, the name of your brokerage firm and your account number. If you share an address with another shareholder, and together both of you would like to receive only a single Notice or set of proxy materials, please contact your broker, trustee or nominee.

    AUDIO WEBCAST OF ANNUAL MEETING AVAILABLE ON THE INTERNET

    Kodak’sThe Annual Meeting will be webcast live. If you have internet access, you can listen to the webcast by going to Kodak’sour Investor Center webpage atwww.kodak.com/go/invest.invest. This webcast is listen only. You will not be able to ask questions. The Annual Meeting audio webcast will remain available on our website for a short period of time after the Annual Meeting.

    Information included on our website, other than our Proxy Statement and proxy card, is not part of the proxy solicitation materials.

    PRINTED COPY OF 20132014 ANNUAL REPORT ON FORM 10-K

    The CompanyWe will provide you, without charge, upon your request, a printed copy of its 2013our 2014 Annual Report on Form 10-K. To receive a printed copy of the 20132014 Annual Report on Form 10-K, please contact:

    Shareholder Services
    Eastman Kodak Company
    343 State Street
    Rochester, NY 14650-0251
    (585) 724-4053

    E-mail: shareholderservices@kodak.com



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    PROPOSALS

    COMPANY PROPOSALS

    ITEMProposal 1 —- Election of Directors

    Kodak’sOur By-laws require us to have at least nine but no more than 13 directors. The number of directors, which is set by the Board, and is currently nine. Mr. Clarke is the only director who is an employee of the Company.

    There areThe following nine directors are standing for re-election (Markre-election: Mark S. Burgess, Jeffrey J. Clarke, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett and Derek Smith). AllSmith. If elected, all of the nominees agree towill serve a one-year term. Information about the director nominees is provided in the section entitled “Board of Directors” in this Proxy Statement.

    If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board chooses a substitute, the shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of directors or elect a new director to fill the vacancy.

    Director nominees are elected by a majority of votes cast. Each director nominee who receives more “FOR” votes than “AGAINST” votes representing shares of the Company’s common stock presented in personcast for his or represented by proxy and entitled to be voted at the Annual Meetingher election will be elected.

    If a director nominee receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, the Board will decide in accordance with the Company’s Majority Vote Policy, whether to accept the irrevocable letter of resignation the nominee submitted as a condition of being nominated to the Board as required by thein accordance with our Majority Vote Policy.

    The Board of Directors recommends a vote FOR the election of all the director nominees.

    ITEM 2 — 

    Proposal 2 - Ratification of the Audit and Finance Committee’s Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm

    PricewaterhouseCoopers LLP has been the Company’sour independent accountantsregistered public accounting firm for many years. The Audit and Finance Committee has selected PricewaterhouseCoopers LLP as the Company’sour independent registered public accounting firm to serve a one-year term beginning on the date of the 2014 Annual Meeting.

    A representative of PricewaterhouseCoopers LLP is expected to attend the Annual Meeting to respond to questions and, if he or she desires, make a statement.

    As a matter of good corporate governance, the Audit and Finance Committee has determined to submit its selection of the independent registered public accounting firm to our shareholders for ratification. In the event that thisthe selection of PricewaterhouseCoopers LLP is not ratified, the Audit and Finance Committee will review its future selection of an independent registered public accounting firm.

    The ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote.cast.

    The Board of Directors recommends a vote FOR ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

    ITEMProposal 3 —- Advisory Vote onto Approve the Compensation of our Named Executive Officers

    What am I voting on?
    Our Named Executive Officersnamed executive officers are identified in the Compensation Discussion and Analysis of this Proxy Statement. Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, you are voting on a proposal, commonly known as thea “say-on-pay” proposal, which gives our shareholders the opportunity to endorse or not endorse our Named Executive Officernamed executive officer pay programs and policies through the following resolution:

    RESOLVED, that the shareholders approve the compensation of Eastman Kodak Company’s Named Executive Officers,named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the 20142015 Annual Meeting of Shareholders (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and the other relatedcompensation tables and disclosure)related narrative discussion).

    What factors should I consider in voting on this proposal?
    We urge you to consider the various factors regarding compensation matters as discussed in the Compensation Discussion and Analysis of this Proxy Statement.

    As discussed in the Compensation Discussion and Analysis, we believe that our executive compensation program is designed to attract, motivate and retain individuals with the skills required to implement the Company’s strategic plan and achieve annual and long-term performance goals necessary to create shareholder value.our business objectives. Our compensation strategy is to provide opportunities to incentivize and reward our executivesnamed executive officers when they deliver defined performance results that are based on the business strategysuccess in a diverse set of the Company. Through stock ownership webusinesses. We also

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    align the interests of our executives with those of our

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    shareholders and theour long-term interests of the Company.through stock ownership. We believe that the fiscal year 2013 compensation of our Named Executive Officersnamed executive officers for 2014 was appropriate and aligned with Companyour performance results and our strategic plan. In addition, as described in the Compensation Discussion and Analysis, the employee agreements of our Named Executive Officers, which contain terms on compensation, were approved by the United States Bankruptcy Court for the Southern District of New York (Bankruptcy Court) in connection with the Company’s emergence from Chapter 11 bankruptcy on September 3, 2013.

    Why is the proposal being submitted to the shareholders?
    The Dodd-Frank Wall Street Reform and Consumer Protection Act, or simply the Dodd-Frank Act, requires that public companies give their shareholders the opportunity to vote say-on-pay proposals. The SEC has issued rules to implement the provisions of the Dodd-Frank Act relating to shareholder voting on executive compensation (including say-on-pay and say-when-on-pay proposals), which describe the means by which shareholders must be provided the opportunity to vote.

    Is this vote binding on the Board of Directors?
    In order to be approved on an advisory basis, this proposal must receive the affirmative vote of the majority of votes cast. Because your vote is advisory, it will not be binding on theour Board of Directors. However, our Board of Directors values the opinions that our shareholders express in their votes and will take into account the outcome of the vote when considering future executive compensation arrangements as it deems appropriate.

    How does the Board of Directors recommend that I vote?
    The Board of Directors recommends that you vote FOR the advisory resolution approving the compensation of Eastman Kodak Company’s Named Executive Officersour named executive officers as described in the Compensation Discussion and Analysis, the Summary Compensation Table and the other relatedcompensation tables and disclosure.related narrative discussion.

    ITEM 4 — Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers

    What am I voting on?
    Pursuant to Section 14A of the Securities Exchange Act, you are voting on the frequency with which the say-on-pay vote should be held. Specifically, the Dodd-Frank Act enables our shareholders to indicate how frequently we should seek an advisory vote on the compensation of our Named Executive Officers. By voting on this proposal, shareholders may indicate whether they would prefer an advisory vote on Named Executive Officer compensation once every one, two or three years.

    How do I indicate my preference?
    You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, or three years, or you may abstain from voting.

    Is this vote binding on the Board of Directors?
    The option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by shareholders. However, because this vote is advisory and is not binding on the Board of Directors, the Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the option approved by our shareholders.

    How does the Board recommend that I vote?
    After careful consideration of this proposal, our Board of Directors has determined that an advisory vote on executive compensation that occurs every year is the most appropriate alternative for the Company.

    In deciding upon this recommendation, our Board considered that an annual vote on executive compensation is an effective means by which our shareholders may provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement every year.

    The Board of Directors recommends that you vote for a one-year interval for the advisory vote on executive compensation.



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    BOARD STRUCTURE AND CORPORATE GOVERNANCE

    INTRODUCTION: CONFIRMATION OF BOARD AS PART OF CHAPTER 11 PROCEEDINGS
    On January 19, 2012, Kodak and its U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. On August 23, 2013, the Bankruptcy Court entered an order confirming the revised First Amended Joint Chapter 11 Plan of Reorganization of Eastman Kodak Company and its Debtor Affiliates (the Plan of Reorganization), based upon the favorable support of the Plan of Reorganization by the creditors entitled to vote. On September 3, 2013, the Plan of Reorganization became effective, and the Company and its U.S. subsidiaries emerged from Chapter 11 protection.

    Kodak emerged from the bankruptcy restructuring process as a technology company, offering sophisticated solutions in product goods packaging, graphic communications, functional printing and enterprise services. The Company also offers leading products and services in the entertainment and commercial film markets. Kodak’s product portfolio is based on our unique expertise in materials science, deposition processes and digital imaging science. The Company’s stock trades on the New York Stock Exchange (KODK).

    As part of the Plan of Reorganization, the prior Board of Directors nominated and elected, and the Bankruptcy Court confirmed, the Board of Directors of the emerged Kodak. Effective September 3, 2013, the following individuals are members of the Board of Directors, all of whom are standing for re-election: Mark S. Burgess, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett, and Derek Smith. In addition, effective March 12, 2014, the Board appointed Jeffrey J. Clarke as Chief Executive Officer and a member of the Board. Mr. Clarke is standing for re-election.

    CORPORATE GOVERNANCE OVERVIEW

    Ethical business conduct and good corporate governance are well established practices at Kodak. The Company and the BoardWe practice good corporate governance and believe it to be a prerequisite to delivering sustained, long-term value to our shareholders. We continually monitor developments in the area of corporate governance to develop and implement best practices. Strong corporate governance is a fundamental goal of our Board.

    Our Corporate Governance Guidelines reflect the principles by which our Board operates. From time to time, the Board reviews and revises our Corporate Governance Guidelines in response to regulatory requirements and evolving best practices. Our Corporate Governance Guidelines are publishedposted on our website athttp://ek.client.shareholder.com/supporting.cfm.supporting.cfm.

    BUSINESS CONDUCT GUIDE AND DIRECTORS’ CODE OF CONDUCT
    The

    Our reputation of our Company and our brand hashave been built by more than a century of ethical business conduct. All of our employees, including the Chief Executive Officer, the Chief Financial Officer, the Controller, all other senior financial officers and all other Section 16 Executive Officers, as defined under Section 16 of the Securities Exchange Act of 1934, as amended (a Section 16 Executive Officer), are required to comply with our code of conduct, the “Business Conduct Guide.” The Business Conduct Guide requires our employees to maintain the highest ethical standards in the conduct of Company business so that they and the Company are always above reproach. We also have a code of conduct for our Directors, known as the Directors’ Code of Conduct. Our Business Conduct Guide and our Directors’ Code of Conduct are publishedposted on our website athttp://ek.client.shareholder.com/supporting.cfm. We will post on this website any amendments to the Business Conduct Guide or Directors’ Code of Conduct and any waivers of either code for Directors or the Company’s Chief Executive Officer, Chief Financial Officer or Controller. Our Directors certify in writing that they understand and are in compliance with the Directors’ Code of Conduct.supporting.cfm.

    AUDIT AND FINANCE COMMITTEE FINANCIAL QUALIFICATIONS AND MEMBERSHIPS
    DIRECTOR INDEPENDENCE    The Board has determined that all members of its Audit and Finance Committee (Mark S. Burgess, Matthew A. Doheny, George Karfunkel and William G. Parrett) are independent and are financially literate as required by the New York Stock Exchange (NYSE). The Board has also determined that William G. Parrett possesses the qualifications of an Audit and Finance Committee Financial Expert, as defined by SEC rules, and that all members of the Audit and Finance Committee have accounting or related financial management expertise, as required by the NYSE.

    The Board has determined that each of the following directors has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is independent under our Director Independence Standards and the NYSE’s independence standards: Mark S. Burgess, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett’s simultaneous serviceParrett and Derek Smith. As our employee, Jeffrey J. Clarke, our Chief Executive Officer, is not independent. In determining the independence of the non-management directors, the Board considered Mr. Karfunkel’s shareholdings and the affiliations of Messrs. New and Smith, as affiliates of entities that hold an equity interest in our company (discussed under Certain Relationships and Related Transactions), and determined that such shareholdings and affiliations did not affect the independence of these directors. In determining independence, the Board also considered our sale of goods to the Clondalkin Group, an entity whose non-executive Chairman is Mr. Burgess.

    The Board has adopted Director Independence Standards for use in determining whether a director is independent. The Director Independence Standards are consistent with NYSE independence standards. The Board also uses the NYSE independence standards in determining whether members of specific committees are independent. The Director Independence Standards are part of our Corporate Governance Guidelines, which are posted on the audit committees of three other public companies will not impair his ability to effectively serve on the Audit and Finance Committee.our website at http://ek.client.shareholder.com/supporting.cfm.

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    BOARD OF DIRECTORS

    Nominees to Serve a One-Year Term Expiring at the 20152016 Annual Meeting
    As set forth above, the membership on our Board was approved by the Bankruptcy Court and supported by our creditors as part of the confirmation of the Plan of Reorganization, effective September 3, 2013. Mr. Clarke, our Chief Executive Officer, was appointed a member of the Board effective March 12, 2014 and is the only director who was not included in the Plan of Reorganization.

    The Corporate Governance and Nominating Committee (Governance Committee) and the Board seek to ensure that the Board is composed of members who bring an appropriate mix of skills and experience across a variety of disciplines, including strategic planning, organizational management, technology, corporate finance, mergers and acquisitions, marketing, digital technologies, public policy, economics, executive compensation, risk management, international operations, corporate governance and internal controls, each of which areis an important areasarea of responsibility for the Board and its Committees.committees.

    The Board and the Governance Committee believe that each of the director nominees possesses important experience and skills that provide the Board with an optimal balance of leadership, competencies and qualifications in areas that are important to the Company.our company. Each of the Company’sour director nominees has high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of our shareholders.

    In addition to the biographical information in each director nominee’s profile below, the Board and the Corporate Governance andNominating Committee considered the listedKey Experience, Skills and other Qualifications in determiningits evaluation and determination to nominate the directorseach director for re-election.



    MARK S. BURGESS    		    

    MARK S. BURGESSDirector since September 2013

    Mark S. Burgess, 54,55, is the Chief Executive Officer of Signode Industrial Packaging Group (IPG)(SIG), a manufacturer of Illinois Tool Works Inc., effective in 2014 upon an acquisition by The Carlyle Group. IPG manufacturers packaging consumables, tools and equipment. Mr. Burgess joined SIG in March 2014 upon The Carlyle Group’s acquisition of SIG from Illinois Tool Works, Inc. Previously, Mr. Burgess served as the Chief Executive Officer of Graham Packaging Company, Inc. from January 2009 to April 2012 and served on its Board of Directors from February 2010 to April 2012. Prior to that, Mr. Burgess served as Graham Packaging’s Chief Financial Officer from December 2006 until May 2009, and Chief Operating Officer sincefrom April 2008 to December 2008. Mr. Burgess served as President and Chief Executive Officer, as well as Chief Financial Officer, of Anchor Glass Container Corporation from May 2005 until September 2006. In August 2005, Anchor Glass Container Corporation filed a voluntary petition for reorganization under Chapter 11 of the US Bankruptcy Code in the Middle District of Florida, Tampa Division. He previously served as Executive Vice President and Chief Financial Officer of Clean Harbors Environmental Services, Inc. from April 2003 to April 2005. Between 1990 and 2003, Mr. Burgess held senior financial and operational management roles at JL French Automotive Castings and Trailmobile Corporation, and prior to that, he served as a Vice President at Chase Manhattan Bank. He holds a BAB.A. degree in Economics from Dickinson College and an MBA from the Fuqua School of Business at Duke University.

    Mr. Burgess currently isserves as Chairman of the Clondalkin Group, a global manufacturer of flexible and specialty plastic packaging solutions, and is a former director of the Polymer Group, where he served from March 2011 to June 2013.

    Key Experience, Skills and other Qualifications:

    Mr. Burgess’ extensive experience in the packaging solutions industry directly relates to theour technology and business of Kodak.business. Mr. Burgess brings significant experience in the management, operations and governance of companies in this industry, all of which are critical in developing theour strategic growth and market presence of Kodak.presence. In addition, based on his managerial, financial and operational experience, Mr. Burgess contributes skills in corporate finance, marketing, and strategic planning.

     


    JEFFREY J. CLARKE

    JEFFREY J. J.CLARKE         Director since March 2014

    Jeffrey J. Clarke, 52,53, is theour Chief Executive Officer of Kodak.Officer. Prior to joining Kodak,us in March 2014, Mr. Clarke was a Managing Partner of Augusta Columbia Capital (ACC), a privately heldprivate investment firm he co-founded in 2012. PriorFrom 2012 to joining ACC,2014, Mr. Clarke was the Chairman of Travelport, Inc., a privately heldprivate travel technology firm, where he served as CEOChief Executive Officer from 2006 to 2011, after leading its sale from Cendant Corporation to theThe Blackstone Group L.P. for $4.3 billion in 2006. Mr. Clarke was the Chief Operating Officer of CA, Inc.(now called CA Technologies), an enterprise software company, from 2004 to 2006, where he was responsible for sales, services, distribution, corporate finance, mergers and acquisitions, information technology, corporate strategy and planning.



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    From 2002 to 2003, Mr. Clarke was an Executive Vice President of Global Operations at Hewlett-Packard (HP). In this role, he was responsible for HP's worldwide supply chain, manufacturing, procurement and internet operations. He also co-led HP's merger integration with Compaq Computer. Prior to HP, Mr. Clarke was the Chief Financial Officer of Compaq Computer, which



    he joined in 1998 following the merger of Compaq with Digital Equipment Corporation (DEC). Mr. Clarke was with DEC from 1985 to 1998, serving in management roles in international operations, finance and manufacturing.

    Mr. Clarke served as Chairman of Orbitz Worldwide, a global online travel agency, after leading the company's IPO in July 2007. He has served on the board of directors of Red Hat, Inc,Inc., an enterprise software company, since 2008,2008. He served as Chairman of Orbitz Worldwide, Inc., a global online travel agency, after leading the company’s IPO in July 2007, until April 2014, and haswas also been a director of the Compuware Corporation, an enterprise software company, since 2013.from November 2013 until December 2014. Mr. Clarke served on the board of directors of Utstarcom, which designs and manufactures communications equipment, from 2005 to 2010.

    Mr. Clarke earned an MBA from Northeastern University, where he serves as a Trustee. He holds a B.A. degree in Economics from the State University of New York atSUNY Geneseo.

    Key Experience, Skills and other Qualifications:

    Mr. Clarke brings to the Board extensive experience in managing and operating digital technology companies, which is directly relevant to the business of Kodak.our business. He has in-depth knowledge and expertise in leading companies that are in growth and transformational stages and that conduct operations on a worldwide basis. Mr. Clarke’s extensive background in strategic business planning at companies that develop and distribute products and services in the technology sector benefits the Board and the Company,our company, as Kodak seekswe seek to grow and sustain profitability as a technology company. Mr. Clarke also has a deep background in corporate finance and operations, and financial planning and strategies. Additionally, through his service on the boards of other public companies, he has developed expertise in governance and risk management.

     


    JAMES V. CONTINENZA

    JAMES V. CONTINENZADirector since April 2013,
    Chairman since September 2013

    James V. Continenza, 51,52, has extensive executive and board experience with high-tech companies and with companies that successfully emerged from or are in various stages of corporate restructuring. Mr. Continenza served as the President of STi Prepaid, LLC, a telecommunications company, from October 2007 to October 2010. He served as Interim Chief Executive Officer of Anchor Glass Container Corp., a leading manufacturer of glass containers, from September 2006 to December 4, 2006. He served as President and Chief Executive Officer of Teligent, Inc., which provides communications services including voice, data, and internet access, from September 2002 to June 2004; served as its Chief Operating Officer from May 2001 to September 2002; and served as its Senior Vice President of Strategic Operations from September 2000 to May 2001. Mr. Continenza served as Chief Operating Officer of Arch Wireless, Inc., a wireless services provider, from September 2000 to September 2002. From April 1999 to September 2000, Mr. Continenza was the President and Chief Executive Officer of Lucent Technologies Product Finance, a global leader in telecom equipment, and served as its Senior Vice President of Worldwide Sales and Marketing from September 1997 to April 1999.

    In addition to his management experience, Mr. Continenza currently serves on the boards of Tembec, Inc. (since 2008), a manufacturer of lumber-derived products, and Broadview Networks LLCHoldings, Inc. (since 2012), which provides integrated communications solutions. Previously, he was a director ofsolutions, and Aventine Renewable Energy Holdings, Inc. (since 2012), which produces ethanol and corn-based products. Mr. Continenza also serves or has also served on the boards of several privately heldprivate companies.

    Key Experience, Skills and Other Qualifications:

    Mr. Continenza has extensive experience in the management and governance of a wide range of companies, including technology companies, with a particular focus on companies that have undergone significant corporate restructuring. He brings to the Board expertise in operations, strategic planning, mergers and acquisitions, and executive compensation,compensation. In addition, Mr. Continenza brings corporate governance and risk management expertise to the Board through his past and current service as a board member of the boards of diverse companies, corporate governance and risk management.companies.



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    MATTHEW A. DOHENY    		    

    MATTHEW A. DOHENY         Director since September 2013

    Matthew A. Doheny, 43,44, currently serves as President of North Country Capital LLC, an advisory and investment firm focusing on board advisory assignments and investing in alternative investments, where he has served since 2011. Previously, Mr. Doheny served as Portfolio Manager of Fintech Advisory Inc., a fund focusing on operational turnarounds and undervalued securities, from June 2008 to October 2010. He previously served as Managing Director of the Distressed Assets Group of Deutsche Bank Securities Inc. from January 2000 to March 2008. Prior to his career with financial institutions, Mr. Doheny was an attorney in the Corporate Restructuring Departments of Orrick LLP and Kelley Drye & Warren and in the Business and Corporate Department of Hancock & Estabrook.

    Mr. Doheny currently serves on the board of YRC Worldwide, Inc. (since July 2011) and Affinity Gaming (since May 2013) and has served on the boards of several private companies in the financial services and venture capital industries.

    Key Experience, Skills and other Qualifications:

    Based on his experience in financial restructuring and turnaround management, Mr. Doheny brings valuable skills to the Board as Kodak seekswe seek to grow as a technology company. Mr. Doheny has valuable expertise in the areas of corporate finance, risk management and investments, along with the legal experience he brings to the Board.

     


    JOHN A. JANITZ

    JOHN A. JANITZDirector since September 2013

    John A. Janitz, 71,72, is the Co-Founder and Chairman of Evergreen Capital Partners, LLC, an investment firm that provides advisory services and co-invests with private equity sponsors under exclusive contractual arrangements. He served as Co-Managing Principal for Questor Management Company LLC, a turnaround capital investment firm that acquires underperforming or troubled companies, from 2003 to 2007. From 2001 to 2003, Mr. Janitz served as a consultant with JPMorgan Partners, Kidd Associates, Aurora Capital Partners, and Questor Management. Mr. Janitz served as President and Chief Operating Officer of Textron Inc. from 1999 to 2001. Mr. Janitz served as President, Chairman & Chief Executive Officer of Textron Automotive Company, which was a $2.9 billion full-service supplier of automotive interior and exterior trim, fuel systems, and functional components, from 1996 to 1999. He held a number of key executive positions with TRW, Inc., an international company providing advanced technology products and services to the automotive, space and defense, and information systems industry segments, from 1990 to 1996. Mr. Janitz served as President of Wickes Manufacturing Company from 1989 to 1990 and previously held a number of key executive positions with its predecessor company, Gulf & Western Industries, Inc., including Group President of its Industrial and Automotive Units. Mr. Janitz began his career at Ford Motor Company, where he held a variety of engineering and manufacturing positions.

    Mr. Janitz currently serves on the board of STR Holdings, Inc. (since June 2007), a manufacturer of solar power module encapsulants. Mr. Janitz previously served on the board of Textron Inc. and Wickes Manufacturing Company and has also served on the boards of several privately heldprivately-held companies.

    Key Experience, Skills and other Qualifications:

    Mr. Janitz has held numerous executive positions with manufacturing and technology companies as well as financial institutions, all of which have contributed to his expertise in management, operations, and financial and strategic planning. His experience in leading companies with complex technologies and manufacturing operations, and that are in various stages of growth and development, is directly relevant to the business of Kodak.our business. Mr. Janitz has particular understanding of the challenges facing companies with global operations such as Kodak.ours. Mr. Janitz also possesses skills in executive compensation practices, while he has developed strong corporate governance and risk management expertise based upon his service on the boardboards of directors at numerous manufacturing, technology and other diverse companies.



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    GEORGE KARFUNKEL    		    

    GEORGE KARFUNKELDirector since September 2013

    George Karfunkel, 65,66, is currently the Chairman of Sabr Group, a consulting company. Mr. Karfunkel was a director, Senior Vice President and co-owner of American Stock Transfer & Trust Company, LLC, a stock transfer company, which he co-founded in 1971. Mr. Karfunkel is a co-owner of Worldwide TechServices, LLC, a computer maintenance and services company.

    Mr. Karfunkel serves as vice chairman of Upstate Bank, a nationally-chartered community bank; a director of Berkshire Bank; and a director at AmTrust Financial Services, Inc.

    Key Experience, Skills and other Qualifications:

    Mr. Karfunkel has expertise in financial planning, investment strategies, cost structuring, and internal controls, all of which are relevant to Kodak’sour business. He also possesses skills in governance and risk management based upon his experience as a director on the boards of several financial and consulting institutions.

     


    JASON NEW

    JASON NEWDirector since September 2013

    Jason New, 44, is a45, has been Senior Managing Director of The Blackstone Group L.P., a global investment and advisory firm, and Head of Special Situation Investing for GSO Capital Partners.Partners LP, a credit-oriented alternative asset manager, since 2005. Mr. New focuses on managing GSO's public investment portfolio with a specific emphasis on stressed and distressed companies and on sourcing direct special situation investment opportunities. Mr. NewHe is a member of the GSO Investment Committee. Mr. New joined The Blackstone Group L.P. in 2008 in connection with its acquisition of GSO. Before joining GSO in 2005, Mr. New was a senior member of Credit Suisse's distressed finance group. Mr. New joined Credit Suisse in 2000 when it acquired Donaldson, Lufkin & Jenrette (DLJ), where he was a member of DLJ's restructuring group. Prior to joining DLJ in 1999, he was an associate with the law firm Sidley Austin LLP, where he practiced in the firm's corporate reorganization group.

    Mr. New served as a director of Cheniere Energy, Inc. from August 2008 to December 2010 and as a director of Global Aviation Holdings Inc. from September 2009 to January 2012.

    Key Experience, Skills and other Qualifications:

    Mr. New is an expert in investment strategies and opportunities, with a particular focus on companies that have experienced distressed economic conditions or are in various stages of restructuring. He brings to the Board skills in developing creative financial solutions and strategies, which are critical to Kodak’sour ability to sustain growth and profitability as a technology company in a competitive environment. Mr. New is highly experienced in complex financial and investment transactions. He also has significanta legal expertise,background, which is useful in the governance and risk management issues facing the Company.our company.

     


    WILLIAM G. PARRETT

    WILLIAM G. PARRETT         Director since November 2007

    Mr. Parrett, 68,69, is a former Senior Partner of Deloitte & Touche USA LLP, a public accounting firm. Mr. Parrett retired in 2007. From 2003 to May 2007, he served as the Chief Executive Officer of Deloitte Touche Tohmatsu (DTT). Prior to serving as Chief Executive Officer of DTT, he was Managing Partner of Deloitte & Touche USA since 1999. Mr. Parrett joined Deloitte in 1967 and served in a series of roles of increasing responsibility.

    Mr. Parrett currently serves as a director of The Blackstone Group LP,L.P., an investment and advisory firm; Thermo Fisher Scientific Inc., a provider of analytical and laboratory instruments and products; iGATE,IGATE Corporation, a provider of service solutions; and UBS AG, a global financial services firm.

    Key Experience, Skills and other Qualifications:

    Mr. Parrett has extensive experience in corporate finance, operations, strategic planning and management of international operations. Mr. Parrett is highly skilled in the fields of auditing, accounting and internal controls, and risk management. In addition, through his service on other public company boards, Mr. Parrett brings to the Board significant experience in corporate governance and the regulatory framework in which public companies must operate.



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    DEREK SMITH    		    

    DEREK SMITH         Director since September 2013

    Derek Smith, 46, is47, has been a Managing PrincipalPartner and Senior Portfolio ManagerCo-chief Investment Officer at BlueMountain CapitalManagementCapital Management LLC, an investment firm focusing on fundamental trading strategies.strategies, since March 2014. From March 2008 until March 2014, he served as Managing Partner and Senior Portfolio Manager. Prior to joining BlueMountain in 2008, Mr. Smith worked at Deutsche Bank, where he was a Managing Director of Global Credit Trading, managing investment grade and high-yield credit cash and derivatives desks for the United States and Europe. Previous toBefore his career at Deutsche Bank, Mr. Smith spent nearly 15 years working in various aspects of the fixed income, derivatives and credit markets at Goldman Sachs, managing the U.S. government options desk as well as the investment grade credit cash and derivative desks. In 2005, Mr. Smith served as Chairman of the International Swaps and Derivatives Association (ISDA) Credit Derivatives Market Practice Committee.

    Key Experience, Skills and other Qualifications:

    Mr. Smith brings to the Board significant experience in a range of sophisticated areas of finance and investment strategies, which is directly relevant to Kodak’sour business strategies, liquidity management and overall financial objectives.

    BOARD LEADERSHIP STRUCTURE

    The Board recognizes that one of its key responsibilities is to determine the most appropriate leadership structure for the Companyour company and to ensure independent oversight of management. In view of this, on September 23, 2013, the Board elected James V. Continenza, an independent director, serves as our Chairman of the Board and subsequently, effective March 12, 2014, the Board appointed Jeffrey J. Clarke serves as Chief Executive Officer and a member of the Board. Prior to September 2013, the Company’s President and Chief Executive Officer held the role of Chairman, during which time the Board designated a Presiding Director to serve as the principal liaison between the independent directors and theour Chief Executive Officer. The Board determinedcurrently believes that it is appropriate to separatekeep the roles of Chairman and Chief Executive Officer in September 2013separate in order to have anbest ensure independent director lead the Board.oversight of our company and management.

    COMMITTEES OF THE BOARD
    Upon its implementation in September 2013, the

    The Board has established the following committees:an Audit and Finance Committee, Executive Compensation Committee and Corporate Governance and Nominating Committee. During the pendencyThe composition, functions and number of the Chapter 11 proceedings, the Boardmeetings of each of these committees consistedheld during 2014 are described below.

    Audit and Finance Committee

    The current members of the Audit and Finance Committee the Restructuring and Executive Compensation Committee, and the Executive Committee.

    Audit and Finance Committee
    The Audit and Finance Committee consists ofare Mark S. Burgess, Matthew A. Doheny, George Karfunkel and William G. Parrett, Chair. During 2013,2014, the Audit and Finance Committee met nineseven times. The Audit and Finance Committee was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Board has determined that all members of the Audit and Finance Committee are independent under the Director Independence Standards and therefore, are independent within the meaning of thefinancially literate under NYSE listing standards. The Board has also determined that all members of the Audit and Finance Committee are independent in accordance with SEC rules for audit committees and are financially literate as required by the NYSE, and that William G. Parrett possesses the qualifications of an “audit committee financial expert,” as defined by SEC rules, and has accounting or related financial management expertise, as required by the NYSE.rules.

    The Board has determined that William G. Parrett’s simultaneous service on the audit committees of three other public companies does not impair his ability to effectively serve on the Audit and Finance Committee.

    The Audit and Finance Committee assists the Board in overseeing and making recommendations to the Board on such matters as: the integrity of the Company’sour financial reports; the Company’sstatements; our compliance with legal and regulatory requirements; the Company’sour independent registered public accounting firm’s (PricewaterhouseCoopers LLP) selection, qualifications, performance and independence; the Company’sour systems of disclosure controls and procedures and internal controls over financial reporting; and the performance of the Company’sour internal auditors.audit function. The charter for the Audit and Finance Committee charter is posted on our website athttp://ek.client.shareholder.com/supporting.cfm.

    Corporate Governance and Nominating Committee

    The current members of the Corporate Governance and Nominating Committee (Governance Committee) is comprised of four members of the Board (James V. Continenza,are James V.Continenza, John A. Janitz, Jason New, Chair, and Derek Smith).Smith. During 2013,2014, the Governance Committee did not hold any meetings.met for one meeting. The primary duties of the Governance Committee are to oversee the Company'sour corporate governance, structure,which includes the development of our Corporate Governance Guidelines, recommend individuals to the Board for nomination as members of the Board and its committees, determine director independence, lead the Board in its periodic review of Board performance and oversee the Company's activitiesreview “Interested Transactions” in the areas of diversityaccordance with our Related Party Transactions Policies and environmental and social responsibility.Procedures. The charter for the Governance Committee charter is posted on our website athttp://ek.client.shareholder.com/supporting.cfm.

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    Executive Compensation Committee

    The current members of the Executive Compensation Committee is comprised of four members of the Board (Jamesare James V. Continenza, John A. Janitz, Jason New and Derek Smith, Chair),Chair, all of whom the Board has determined are independent in accordance with the Director Independence Standards and, therefore, are independent within the meaning of theunder NYSE listing standards. During 2013,2014, the Executive Compensation Committee met eight times; six of these meetings were held by the former Restructuring and Executive Compensation Committee.11 times.

    The Executive Compensation Committee assists the Board in fulfilling its responsibilities in connection with the compensation of the Company’s executives, including our Named Executive Officers. It performs this function by overseeing and assessing the effectiveness of the Company’s executive compensation strategy and plans, and reviewing and approving the compensation of the Company’s NamedSection 16 Executive Officers, including the Chief Executive Officer, and the other Section 16 Executive Officers. The entire Board reviews the Company’s succession plans for its Chief Executive Officer and other key positions, and oversees the Company’s activities in the areas of leadership andour named executive development.officers. The Executive Compensation Committee also reviews and makes recommendations to the Board from time to time regarding compensation of directors. The Executive Compensation Committee charter is posted on our website http://ek.client.shareholder.com/supporting.cfm.

    For more information regarding the role of the Executive Compensation Committee is posted athttp://ek.client.shareholder.com/supporting.cfm.and management in determining executive and director compensation, please see the “Compensation Discussion and Analysis” section beginning on page 21 and the “Director Compensation” section beginning on page 52 in this Proxy Statement.

    The Executive Compensation Committee may delegate authority to one or more subcommittees or management as it deems fit. The Executive Compensation Committee has delegated limited authority to our Chief AdministrativeHuman Resources Officer to assist in the administration of executive compensation and equity-based compensation plans. The Executive Compensation Committee has authorized the Chief AdministrativeHuman Resources Officer is authorized to amend any executive compensation or equity-based compensation plan in which our Named Executive Officersnamed executive officers participate, other than to materially increase the benefits accruing to a participant under the plan, increase the number of shares available for issuance under the plan or substantially modify the requirements as to eligibility for eligibility.

    The Executive Compensation Committee approves all compensationparticipation under the plans. In addition, the Chief Human Resources Officer is authorized to amend any award agreement and awards, including each component of total direct compensation, for each ofrelated documents under the Company’s Section 16 Officers. The Chief Executive Officer makes recommendations regarding each compensation element for the Section 16 Officersplans, other than to increase the Chief Executive Officer. The Director of Global Compensation presents analyses regarding the compensation of the Chief Executive Officer. Based on these recommendations, the Committee reviews and determines the compensation of the Chief Executive Officer in executive sessions.

    With respectbenefits accruing to the Company’s performance-based plans, management, including the Chief Executive Officer, Chief Financial Officer, Chief Administrative Officer and Director of Global Compensation, proposes performance goals. Management develops these performance goals based upon the Company’s strategic and operational imperatives for the year and its executive compensation strategy. Throughout the year, the Executive Compensation Committee reviews projections related to the performance goals.a participant.



    20132014 BOARD COMMITTEE MEMBERSHIP

    Board Committee Membership

    Board Committee Membership, Effective September 2013
    Audit and FinanceCorporate Governance andExecutive Compensation
    Director NameCommitteeNominating CommitteeCommittee
    James V. ContinenzaMemberMember
    Mark S. BurgessMember
    Matthew A. DohenyMember
    John A. JanitzMemberMember
    George KarfunkelMember
    Jason NewChairMember
    William G. ParrettChair
    Derek SmithMemberChair

    EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
    The following directors

    Messrs. Continenza, Janitz, New and Smith served onas members of the Executive Compensation Committee effective September 2013: James V. Continenza, John A. Janitz, Jason New and Derek Smith, Chair. The following individuals served on the Restructuring and Executive Compensation Committee prior to September 2013: Richard Braddock, James V. Continenza, William Hernandez, Chair, Kyle Legg, Joel Seligman and Dennis Strigl.during 2014. There were no Executive Compensation Committee interlocks between the Companyour company and other entities involving the Company’sour executive officers and directors.

    GOVERNANCE PRACTICES

    Meeting Attendance

    Our Board has a Director Attendance Policy that is part of our Corporate Governance Guidelines, accessiblewhich are posted on our website athttp://ek.client.shareholder.com/supporting.cfm.supporting.cfm. Under this policy, all of our directors are strongly encouraged to attend all Board meetings and our Annual Meeting of Shareholders. In 2013,2014, the Board held a total of 2128 meetings. Each director attended more than 75% of the meetings of the Board and Committeescommittees of the Board on which the director served. Our directors are expected to attend the Company’s Annual Meeting of Shareholders. Due to the then pending bankruptcy proceedings, the Company did not hold an Annual Meeting of Shareholders in 2013.each year. All of our directors attended the Annual Meeting of Shareholders held on May 28, 2014.

    Executive Sessions

    Executive sessions of our non-management directors are chaired by our independent Chairman, James V. Continenza.

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    Communications with Our Board

    Shareholders and interested parties who wish to communicate with the Board, the independent directors as a group or an individual director, may send an e-mail to our Chairman at chairman@kodak.com or may send a letter to our Chairman at P.O. Box 92708,92894, Rochester, NY 14650. 14692.

    Consideration of Director Candidates

    The Governance Committee will consider nominations for director candidates recommended by its members, other Board members, management, shareholders and the search firms it retains. The Governance Committee reviews all potential candidates under our Director Selection Process and Qualification Standards described below.

    Shareholders wishing to recommend candidates for consideration by the Board may do so by providing the following information, in writing, to the Corporate Governance and Nominating Committee of the Board, c/o Secretary, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0224: 1) the name, address and telephone number of the shareholder making the request; 2) the number of shares of the Company owned, and, if such person is not a shareholder of record or if such shares are held by an entity, reasonable evidence of such person’s ownership of such shares or such person’s authority to act on behalf of such entity; 3) the full name, address and telephone number of the individual being recommended, together with a reasonably detailed description of the background, experience and qualifications of that individual; 4) a signed acknowledgement by the individual being recommended that he or she has consented to: a) serve as director if elected and b) the Companycompany undertaking an inquiry into that individual’s background, experience and qualifications; 5) the disclosure of any relationship of the individual being recommended with the Company,company, whether direct or indirect; and 6) if known to the shareholder, any material interest of such shareholder or individual being recommended in any proposals or other business to be presented at the Company’s next Annual Meeting of Shareholders (or a statement to the effect that no material interest is known to such shareholder).

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    Consideration of Director Candidates
    The Governance Committee will consider for nomination as director of the Company candidates recommended by its members, other Board members, management, shareholders and the search firms it retains.

    Director Selection Process and Qualification Standards

    When reviewing a potential candidate for the Board, the Governance Committee looks to whether the candidate possesses the necessary qualifications to serve as a director. To assist it in these determinations, the Governance Committee has adopted Director Qualification Standards thatand a Director Selection Process, which are posted as part of our Corporate Governance Guidelines which can be accessedon our website athttp://ek.client.shareholder.com/supporting.cfmsupporting.cfm.. These standards

    The Director Qualification Standards specify the minimum qualifications that a nominee must possess in order to be considered for election as a director. These minimum qualifications, as more fully described in our Director Qualification Standards, include integrity, reputation, judgment, knowledge, experience, maturity, commitment, skills, track record, diversity, age, independence and ownership stake. If a candidate possesses these minimum qualifications, the Governance Committee, in accordance with its Director Selection Process, will then consider the candidate’s qualifications in light of the needs of the Board and the Companyour company at that time, given the then-current mix of director attributes. As provided in the Company’sour Corporate Governance Guidelines, the Governance Committee seeks to create a multi-disciplinary and cohesive Board that, as a whole, is strong in both its knowledge and experience. The Governance Committee generally uses the services of a third-party executive search firm when identifying and evaluating possible nominees for director. This firm assists in identifying candidateswho meet skills and qualifications specified by the Governance Committee. The Board has a mandatory retirement age of 72, unless an extension is approved by the Board, but in no event above age 75. In February 2015, the Board approved a waiver of the mandatory retirement age for Mr. Janitz for a one-year period.

    Although the Governance Committee does not have a formal policy as toregarding the consideration of diversity in the selection of candidates, the Governance Committee considers diversity is listed as a factor to be considered among all of thewhen evaluating possible nominees under our Director Qualification Standards.Standards, which dictate that the Board should be a diverse body, with diversity reflecting gender, ethnic background, country of citizenship and professional experience.

    Strategic Role of Board

    The Board plays a key role in developing, reviewing and overseeing the execution of the Company’sour business strategy. Each year, the Board devotes at least one extended meeting to a review of the Company’sour proposed strategic plans for each of itsour key businesses. In addition, the Board receives progress reports from management throughout the year on the implementation of the strategic plan. These reports include business segment performance and strategy reviews, product line reviews and presentations regarding research and development initiatives and the Company’sour intellectual property portfolio.

    Succession Planning

    The entire Board reviews the Company’sour succession plans for itsour Chief Executive Officer and other key senior management positions and oversees the Company’sour activities in the areas of leadership and executive development. To assist the Board, management periodically reports to the Board on succession planning to ensure that it is a continuous and ongoing effort.

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    Majority Voting for Directors
    The Company’s

    Our By-laws provide for majority voting in uncontested director elections.

    The CompanyWe also maintainsmaintain a Majority Vote Policy whichthat requires a director nominee, in connection with his or her nomination to the Board, to submit a resignation letter in which the director nominee irrevocably elects to resign if he or she fails to receive the required majority vote in the next election and the Board accepts the resignation. The policy requires the Board to nominate for election or reelectionre-election as a director only those candidates who agree to execute such a letter upon his or her nomination. The Majority Vote Policy can be foundis posted on the Company’s corporate governanceour website athttp://ek.client.shareholder.com/supporting.cfm.supporting.cfm.

    If a director nominee fails to receive a majority vote in an uncontested election, the Majority Vote Policy provides that the Governance Committee will consider the resignation letter and recommend to the Board whether to accept it. The Governance Committee, in making its recommendation to the Board, and the Board, in reaching its decision, may under the policy consider relevant factors, including any stated reason why shareholders voted against the election of the director, the director’s qualifications, the director’s past and expected future contributions to the Company,us, the overall composition of the Board and whether accepting the resignation letter would cause the Companyus to fail to comply with any applicable rule, such as the NYSE’s Listing Standards.listing standards.

    The policy provides that the Board will act on the Governance Committee’s recommendation and publicly disclose its decision whether to accept the director’s letter of resignation within 90 days following the certification of the shareholder vote. If the letter of resignation is not accepted by the Board within this 90-day period, the resignation will not be effective until the next annual meeting.

    All thenine director nominees standing for election at the Annual Meeting have submitted an irrevocable letter of resignation as a condition of being renominatednomination pursuant to the Board as called for under the Majority Vote Policy.

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    Risk Management

    Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of the Company'sour objectives, including strategic objectives, to improve long-term performance and enhance shareholder value. A fundamental part of risk management is not only identifying and prioritizing the risks the Company faceswe face and monitoring the steps management is taking to manage those risks, but also determining the level of risk that is appropriate for the Company.us. As an integral part of its review and approval of the Company’sour strategic plan, the Board considers the appropriate level of risk for the Company to accept.that is acceptable. Through this process, risk is assessed throughout the Company,company, focusing on four primary categories of risk:risk categories: strategic, operational, legal/compliance and financial reporting. The Audit and Finance Committee is responsible for reviewing the results of the Company’sour enterprise risk assessment on an annual basis. The Board also receives reports on management’s progress in mitigating key risks.

    The Board has delegated to its committees responsibility for the oversight of the Company’s risk management in specific risk areas. For example, in 2013,2014, the committees of the Board oversaw:

    • The Company’s financial reporting (including internal controls) and compliance risk management.
    • Risk management relating to the Company's compensation programs and awards.
    • Risk management relating to the Company’s capital structure and insurance program.

    In 2013, in connection with decisions on executive compensation matters, the Restructuring and Executive Compensation Committee of the prior Board, and the Executive Compensation Committee of the new Board, received input from management on an assessment of risks relating to the Company’s compensation programs and awards. The assessment concluded, and the Committee agreed, that such programs and awards do not present any material adverse risks to the Company.
    ●

    Risk management relating to our financial reporting (including internal controls).

    ●

    Risk management relating to our compensation programs and awards.

    ●

    Risk management relating to our capital structure.



    COMMITTEE REPORTSTable of Contents

    REPORT OF THE AUDIT AND FINANCE COMMITTEE

    The Audit and Finance Committee of the Board is composed solely of independent directors and operates under a written charter adopted by the Board, most recently amended on October 22, 2013.March 12, 2015. The Committee reviews and approves the charter annually. The Audit and Finance Committee’sCommittee charter can be foundis posted on our website athttp://ek.client.shareholder.com/supporting.cfm.supporting.cfm.

    Management is responsible for the Company’sour internal control over financial reporting, the Company’s disclosure controls and procedures, and preparing the Company’spreparation of our consolidated financial statements. The Company’sOur independent registered public accounting firm (independent accountants), PricewaterhouseCoopers LLP (PwC), is responsible for performing an independent audit of the consolidated financial statements and of the Company’sour internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and for issuing a report of the results. As outlined in its charter, the Audit and Finance Committee is responsible for overseeing these processes.

    During 2013,2014, the Audit and Finance Committee met and held discussions with management and the independent accountants on a regular basis. Management represented to the Audit and Finance Committee that the Company’sour consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit and Finance Committee reviewed and discussed the audited consolidated financial statements and significant accounting matters with management and the independent accountants.

    The Audit and Finance Committee discussed with the independent accountants the matters specifiedrequired to be discussed by Statement on Auditing StandardsStandard No. 61,16, “Communications with Audit and Finance Committee,Committees,” as amended, as adopted by the PCAOB in Rule 3200T.PCAOB. The independent accountants provided to the Audit and Finance Committee the written disclosures and letter required by the applicable requirements of the PCAOB in Rule 3526, “Communicationregarding the independent accountants’ communications with the Audit and Finance Committees Concerning Independence.”Committee concerning independence. The Audit and Finance Committee discussed with the independent accountants their independence.

    The Audit and Finance Committee also received reports from the Company’sour Chief Compliance Officer on the implementation and effectiveness of the Company’sour compliance program.

    The Audit and Finance Committee discussed with the Company’sdirector of internal auditorsaudit and independent accountants the plans for their audits. The Audit and Finance Committee met with the director of internal auditorsaudit and independent accountants, with and without management present. The director of internal auditorsaudit and independent accountants discussed with or provided to the Audit and Finance Committee the results of their examinations, their evaluations of the Company’sour internal control over financial reporting, the Company’s disclosure controls and procedures, and the quality of the Company’sour financial reporting.

    With relianceBased on these reviews, discussions and reports, the Audit and Finance Committee recommended that the Board approve the audited financial statements for inclusion in the Company’sour Annual Report on Form 10-K for the year ended December 31, 2013,2014, and the Board accepted the Audit and Finance Committee’s recommendations.

    The Audit and Finance Committee, with the approval of the Board and our shareholders, appointed PwC as the Company’sour independent accountants in 2013.2014. In addition, the Audit and Finance Committee approved the scope ofcertain non-audit services anticipated to be performedprovided by PwC in 2013 and the estimated budget for those services. The Audit and Finance Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy.

    William G. Parrett, ChairDated: April 14, 2014March 30, 2015
    Mark S. Burgess
    Matthew A. Doheny
    George Karfunkel

    REPORT OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
    During the Company’s Chapter 11 proceedings, the Board determined that the duties of the Corporate Governance and Nominating Committee should be assumed by the full Board given the importance of overall governance as part of the Company’s restructuring and reorganization. Following emergence from Chapter 11 proceedings, the Governance Committee was re-initiated and commenced meeting in 2014.



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    EXECUTIVE COMPENSATION

    REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE

    The Executive Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that follows with the Company’s management.

    Based on such review and discussions, the Executive Compensation Committee approvedrecommended to the Board that the Compensation Discussion and Analysis for inclusionbe included in this Proxy Statement.

    Derek Smith, Chair

    		Dated: April 14, 2014
    James V. Continenza
    John A. Janitz
    Jason New

         James V. Continenza
         John A. Janitz
         Jason New

    COMPENSATION DISCUSSION AND ANALYSIS

    EXECUTIVE SUMMARY
    The compensation of our Named Executive Officers in 2013 was largely based on the goals and objectives for completing the reorganization of the Company that began in 2012. On January 19, 2012, Kodak and its U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, in the United States Bankruptcy Court for the Southern District of New York. On September 3, 2013, the Company’s Plan of Reorganization became effective, and Kodak and its U.S subsidiaries emerged from Chapter 11 protection.

    Through the restructuring process, the Company accomplished the goals that it had set at the commencement of the Chapter 11 filing: increase liquidity in the U.S and abroad, monetize non-strategic intellectual property, fairly resolve legacy liabilities, and focus on the most valuable business lines to enable sustainable profitability. Specifically, the Company achieved the following:

    • We reorganized the Company to focus on two Commercial Imaging businesses that leverage our differentiated and breakthroughtechnologies, deep industry experience and brand strength: Graphics, Entertainment and Commercial Films, and Digital Printing andEnterprise Services.
    • As part of the reorganization we sold our other major business lines, Personalized Imaging and Document Imaging.
    • We implemented a leaner cost structure and leveraged the bankruptcy process to negotiate more favorable supplier and customercontract terms.
    • We resolved legacy liabilities pertaining to retiree healthcare benefits, environmental matters and claims held by the Kodak PensionPlan of the United Kingdom.
    • Operating results for 2013 were above target with respect to the financial covenants under our financing agreements.
    • In February 2013, we received approximately $530 million related to the sale and licensing of certain of our intellectual propertyassets and repaid approximately $419 million of the outstanding term loan under our Debtor-in-Possession Credit Agreement.
    • We completed financing arrangements consisting of loan agreements in the aggregate amount of $695 million and a credit facility inthe amount of $200 million.

    As part of the pursuit of the goals and achievements described above, the Company adopted the following actions and practices relating to executive compensation in 2013:

    Management Agreements
    The Restructuring and Executive Compensation Committee of the Board approved new employment agreements with selected senior leaders, including our Named Executive Officers. The terms of these agreements were approved by the Bankruptcy Court as part of the Plan of Reorganization and became effective upon the Company’s emergence from Chapter 11. In approving the agreements, the Restructuring and Executive Compensation Committee, based on the survey data described below, considered the market median for base salary, total target cash compensation, total direct compensation and severance provisions. In addition, the agreements include a grant of equity in the form of Restricted Stock Units that vest in installments over a period of time.

    Annual Incentive Pay for 2013
    The Bankruptcy Court approved the continued use of our annual performance-based variable pay program for executives, including our Named Executive Officers. For the 2013 performance period of the program, we obtained support from creditor constituents on the performance metrics used to determine awards under the program. Based upon performance under these metrics, our executives, including our Named Executive Officers, earned awards above the target level.



    Long Term Incentive Compensation
    Due to the bankruptcy proceedings, during 2013, executives did not receive any equity compensation under the Company’s traditional long term incentive compensation program. Effective upon emergence from Chapter 11, as part of the Plan of Reorganization, and as approved by the Restructuring and Executive Compensation Committee, the Company implemented a new Omnibus Long Term Incentive Plan to govern the issuance of long term performance-based compensation to executives in the future.

    Executive Compensation Committee
    During the bankruptcy proceedings, the Restructuring and Executive Compensation Committee had oversight for certain restructuring activities and continued to have oversight for executive compensation matters, particularly those pertaining to our Section 16 Officers. Upon emergence from Chapter 11, with the formation of the new Board of Directors, the Board formed the Executive Compensation Committee (the Committee).

    Named Executive Officers
    Our Named Executive Officers for 2013 were:

    This Compensation Discussion and Analysis discusses compensation awarded to, earned by, or paid to the following named executive officers during 2014 (whom we sometimes refer to as NEOs):

    1)●

    Jeffrey J. Clarke, Chief Executive Officer. We hired Mr. Clarke as our new Chief Executive Officer effective March 12, 2014.

    ●

    John N. McMullen, Chief Financial Officer and Executive Vice President. We hired Mr. McMullen as our new Chief Financial Officer and Executive Vice President effective June 16, 2014.

    ●

    Brad W. Kruchten, President, Print Systems Division and Senior Vice President.

    Our 2014 named executive officers also include the following former executives:

    ●

    Antonio M. Perez, former President and Chief Executive Officer (CEO)

    Officer. Effective March 12, 2014, the Board appointed Jeffrey J.Mr. Clarke as Chief Executive Officer and a member of the Board, and Mr. Perez resigned from his position as President and Chief Executive Officer and as a member of the Board. Mr. Perez remained employed until the end of his scheduled employment term on September 3, 2014.

    2)●

    Rebecca A. Roof, former Chief Financial Officer (CFO)

    Officer. Effective June 16, 2014, Mr. McMullen succeeded Ms. Roof as Chief Financial Officer. Ms. Roof is a Managing Director of AlixPartners LLP. Ms. Roof held the position of Chief Financial Officer for the full year 2013. Pursuant to an agreement with Kodak,us, AP Services LLC, an affiliate of AlixPartners LLP, provided restructuring advisory services relating to our Chapter 11 proceedings. Our agreement with AP Services LLC includesincluded fees for Ms. Roof's services. The rate charged for Ms. Roof’s services was $915$960 per hour effective January 1, 2013.hour. Since Ms. Roof iswas not anour employee, of the Company, she doesdid not participate in any of the compensation programs or employee benefits arrangements discussed herein. Ms. Roof’s services concluded on June 25, 2014.

    3)●Brad W. Kruchten, President, Graphics, Entertainment and Commercial Films and Senior Vice President (SVP)
    4)

    Douglas J. Edwards, former President, Digital Printing and Enterprise Services and Senior Vice President. As a result of our new business division structure announced in December 2014, we reorganized our senior management organization, and as part of this management restructuring, we eliminated the position of President, (SVP)Digital Printing and Enterprise Services held by Dr. Edwards. Dr. Edwards’ employment with us ended effective December 31, 2014.

    5)●

    Patrick M. Sheller, former General Counsel, Secretary, Chief Administrative Officer and Senior Vice President. Effective January 6, 2015, Mr. Sheller resigned from his position, and his employment with us ended on January 9, 2015. Effective January 6, 2015, Sharon E. Underberg was appointed as General Counsel and elected as Senior Vice President (GC&SVP)and Secretary.



    Table of Contents

    EXECUTIVE SUMMARY

    2014 Business Highlights

    2014 was the first full calendar year subsequent to our emergence from Chapter 11 reorganization. We have continued our transformation to a profitable and sustainable company. Our executive compensation programs and awards are designed to provide incentives to our leaders to achieve this business transformation. The strategies necessary to drive our transformation include:

    ●

    Invest in and enable growth in our strategic technology businesses, which include Digital Printing Systems, Packaging, Functional Printing, Enterprise Services, Intellectual Property and Brand Licensing, and Graphics.

    ●

    Manage the expected decline and optimize cash flow in our mature businesses, which include Entertainment and Commercial Films and Consumer Inkjet Systems.

    ●

    Reduce costs and streamline processes to improve operating leverage and efficiency.

    Our results demonstrated significant progress in our key strategic product lines. In particular, we achieved the following operating results:

    ●

    Total Company results were within the guidance communicated to investors.

    ●

    In the Graphics business, we achieved year-over-year growth of 212% in SONORA plate volume and an increase in total plate volume year-over-year of 1%.

    ●

    In the Packaging business, we grew our installed base of equipment to greater than 400 units and achieved year- over-year growth in Flexcel NX plate volume of 38%.

    ●

    In the Digital Printing Solutions business, we achieved an installed base of Prosper presses of 39 units and grew Prosper page volumes by 56% year-over-year.

    ●

    In the area of reducing costs and streamlining processes, we achieved year-over-year reduction in Selling, General and Administrative expenses of approximately $100 million or 25%.

    Despite these significant strategic achievements, we did not meet our goals in our Functional Printing business due to delays in this start-up technology. In addition, disclosures are includedbusiness declines in our Entertainment and Commercial Films business were greater than anticipated for the following former Namedyear. These shortfalls were offset by stronger retail performance for us in sales of consumer inkjet cartridges as well as a non-recurring intellectual property licensing transaction.

    In 2014, our compensation awards to our named executive officers reflected both the progress we made in our business transformation strategy and the areas where our results did not meet our performance goals.

    Our New Chief Executive Officer: Laura G. Quatela, President, Eastman KodakOfficer

    We elected Jeffrey J. Clarke as our new Chief Executive Officer effective March 12, 2014. In connection with his election, we entered into an employment agreement with Mr. Clarke. As a sign-on incentive, we provided him a grant of equity in the form of restricted stock units and stock options. In addition, his employment agreement provides that subject to his continuing employment, Mr. Clarke is entitled to receive additional grants of stock options upon the first and second anniversaries of his hire date. Please see “Employment Agreements” on page 37 for more details on Mr. Clarke’s employment agreement, including his sign-on incentive.

    Our New Chief Financial Officer

    We elected John N. McMullen as our new Chief Financial Officer effective June 16, 2014. In connection with his election, we entered into an employment agreement with Mr. McMullen. As a sign-on incentive, we provided him a grant of equity in the form of restricted stock units. In addition, Mr. McMullen’s employment agreement provides that subject to his continuing employment, Mr. McMullen is entitled to receive annual long-term incentive awards. Please see “Employment Agreements” on page 37 for more details on Mr. McMullen’s employment agreement, including his sign-on incentive.

    Annual Variable Pay (EXCEL)

    For 2014, we provided our named executive officers an annual variable incentive opportunity, known as Executive Compensation for Excellence and Leadership (EXCEL). Payouts under EXCEL are based on a formula that represents results achieved against Company and President, Personalized Imaging. Ms. Quatela servedSegment-specific performance metrics. Mr. Kruchten was the only named executive officer to earn a 2014 EXCEL award. Please see the discussion following “Annual Variable Pay: Executive Compensation for Excellence and Leadership (EXCEL)” beginning on page 25 for more information regarding our EXCEL program.

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    Long-Term Incentives

    In 2014, as President, Personalized Imaging, until the saleprovided in their respective employment agreements, Messrs. Kruchten and Sheller, and Dr. Edwards, each received a grant of this business to the Kodak Pension Planequity, with one-half of the United Kingdomgrant in the form of restricted stock units and the other half of the grant in the form of stock options.

    Please see “Long-Term Incentive Compensation” on September 1, 2013. Ms. Quatela was no longer a Section 16 Officer following the sale.page 30 for more information on these awards.

    Best Practices

    We continually evaluate best practices in executive compensation and governance and consider modifications to our executive compensation programs that support our business strategies, provide an appropriate balance of risk and reward for our named executive officers, and align their compensation with long-term shareholder interests. Key compensation and governance practices include:

    ●

    Prohibition on Hedging.Our executive officers and directors are prohibited from engaging in any hedging transactions involving our equity securities. Please see “Restrictions on Hedging” on page 33 for a description.

    ●

    Recoupment (“Clawback”) Policy.We have a policy requiring the recoupment of performance-based bonuses paid to named executive officers in the event of certain financial restatements. Please see “Recoupment (“Clawback”) Policy” beginning on page 32 for a description.

    ●

    Double-Trigger Change in Control Benefits.Not all arrangements with our named executive officers provide change in control benefits, but those that do contain a “double trigger” provision which requires that the named executive officer experience a qualifying termination following a change in control in order to receive change in control benefits. Please see “Change in Control Arrangements” on page 32 for a description.

    ●

    No Excise Tax Gross-Ups.None of our compensation arrangements provide for a gross-up to our named executive officers for any excise taxes incurred by them.

    DETERMINING EXECUTIVE TARGET TOTAL DIRECT COMPENSATION

    Overview
    Compensation Philosophy

    In 2014, we approved an updated compensation philosophy, along with guiding principles.

    Our new compensation philosophy is to provide a compensation and reward program that:

    ●

    Attracts, retains and motivates outstanding talent required to achieve our business objectives;

    ●

    Drives profitable growth and increases shareholder value; 

    ●

    Incentivizes and rewards success in a diverse set of businesses; 

    ●

    Rewards both company and individual performance;

    ●

    Provides an external market-based competitive compensation structure (base salary, variable pay and long-term incentives); and

    ●

    Supports a corporate culture of customer focus, innovation, accountability, collaboration, agility, transparency and integrity.

    The guiding principles for our compensation philosophy are:

    ●

    Market competitiveness: aggregate total direct compensation (base salary, variable pay and long-term incentive) should be near the market median, with flexibility to pay above the median where necessary to attract and retain specific talent. Please see “Elements of Compensation” on page 25 for more details on each element of compensation, its objective and its key features.

    ●

    Reinforce a performance-based culture: create greater line-of-sight and reward for divisional performance, with significant performance-based differentiation.

    Role of the Committee

    The Committee annually reviews and approves goals and objectives relevant to the compensation of the CEO and evaluates, in conjunction with the full Board, the CEO’s performance in light of those goals and objectives, and sets the CEO’s individual elements of total compensation based on this evaluation. The Committee also approves all compensation and awards, including each component of total compensation, for each of our Section 16 executive officers, including our named executive officers.

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    Role of the CEO and Management

    Our CEO makes recommendations to the Committee regarding each compensation element for our named executive officers (other than the CEO himself), and reviews and discusses any changes to such compensation with the Committee. With respect to our performance-based plans, management (including our CEO and our CFO) develops performance goals based upon our strategic and operational imperatives and then proposes such performance goals to the Committee for its consideration. No member of management (including our CEO and our CFO) participates in the determination of his or her own compensation.

    Role of the Compensation Consultant

    During 2014, the Committee directly engaged Lyons, Benenson & Company Inc. (Lyons Benenson), a compensation consultant, to assist the Committee in developing a peer group and to provide the Committee with executive compensation survey data for that peer group. Lyons Benenson did not provide any other services to us during 2014.

    Use of Market Reference Data

    We review national survey data to provide a competitive frame of reference for compensation decisions and we compare the compensation of our named executive officers to the market median as a reference point to assist us in evaluating the competitiveness of their compensation. However, we do not necessarily adjust the compensation of any named executive officer to any specific percentile or other absolute measure.

    We use national survey data as a reference because it offers a reasonable representation of the cost to hire and retain talent. We compare our compensation to the market median as a reference because it enables us to attract and retain high quality talent and ensures that our executives generally receive competitive levels of compensation. In 2014, we used the Aon Hewitt U.S. Total Compensation Measurement (TCM™) Survey, the Towers Watson Compensation Data Bank (CDB) General Industry Executive Compensation Survey – US, the Radford Global Technical Survey and the Radford Global Sales Survey, each for 2013, and when later available, for 2014.

    In late 2014, Lyons Benenson assisted us in developing a peer group for evaluating our compensation levels. The selected companies were drawn from a broad group of public companies from similar industries (commercial services and supplies, IT services, media, software and technology hardware, and storage and peripherals) that meet minimum performance tests and have similar business models to us. The companies considered for the peer group had to (1) be incorporated in the United States, (2) be traded on a stock exchange in the U.S., (3) have revenues between $1.2 billion and $6.6 billion, and (4) be categorized in a complementary GICS Sub-Industry. We then considered the total return, business alignment and other financial measurements of the companies in the selected group in order to achieve a group with closer alignment to us. We approved a peer group consisting of the following 15 companies:

    3D Systems CorporationElectronics for Imaging, Inc.Quad/Graphics, Inc.
    Adobe Systems IncorporatedLexmark International, Inc.SanDisk Corporation
    Advanced Micro Devices, Inc.Nuance Communications, Inc.Silicon Graphics International Corp.
    ARRIS Group, Inc.NVIDIA CorporationSynopsis, Inc.
    Ciena CorporationOmniVision Technologies, Inc.Xilinx, Inc.

    As discussed under “Base Salary” in the “2014 Compensation Decisions” section beginning on page 25, we compared the base salaries of our named executive officers to that of the peer group, as well as survey market data, in late 2014, but did not make any changes to the base salaries of our named executive officers. We may use the peer group, as well as survey market data, as a competitive frame of reference for compensation decisions in the future.

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    ELEMENTS OF COMPENSATION

    We use base salary, annual variable pay and long-term incentives as our primary elements of direct compensation opportunity of each Named Executive Officer on an annual basis. In 2013, our executive compensation program consisted of: 1) base salary; 2) annual variable pay; 3) long-term equity-based compensation for our Named Executive Officers under their employment agreements;to be competitive with market practice. These elements have the following objectives and 4)features:

    Compensation ElementObjectiveKey Features

    Base Salary

    Provide a regular source of income to our named executive officers to compensate them for fulfilling the regular duties and responsibilities of their positions.

    We typically review base salaries annually, but do not automatically increase salaries. Rather, base salaries are adjusted only if deemed appropriate by us in consideration of: (1) experience; (2) responsibilities; (3) the importance of the position relative to our other senior management positions; (4) external relative scope or changes in the competitive marketplace; and (5) years elapsed since the last base salary change. Any change in an executive’s base salary will affect an executive’s target opportunity under our annual variable pay plan, which is based on a percentage of base salary.

    Annual Variable Pay
    (EXCEL)

    Drive the annual performance of our named executive officers to align their financial interests with our business strategy and the interests of our shareholders.

    Annual variable pay is considered at risk. Payouts are based on a formula that represents results achieved against performance metrics.

    Long-Term Incentives
    (restricted stock units and
    stock options)

    Align executive compensation with shareholder interest; create incentives for executive retention; encourage long-term performance; and promote stock ownership.

    Our long-term incentives are mainly in the form of equity-based compensation awards, which tie our named executive officers’ wealth creation to the performance of our stock and provide a retention incentive with multi-year vesting schedules.


    Additionally, we provided indirect compensation elementsto our named executive officers that include limited perquisites,included retirement benefits, severance protection and severance protection.limited perquisites. Our Named Executive Officersnamed executive officers were also eligible to participate in the benefit plans and programs that are generally available to our employees. InPlease see “Other Compensation” beginning on page 30 for more information on the courseindirect compensation of the Committee’s review of compensation, the Committee obtains input and recommendations from management.our named executive officers.

    Role of Compensation Consultant
    To advise the Committee on our executive compensation plans, practices and awards, the Committee typically engages an independent compensation consultant. The consultant historically has attended Committee meetings on a regular basis to provide the Committee with market information and analysis of our executive compensation practices to ensure consistency with the Company’s executive compensation strategy and goals, and has provided insight on best practices in executive compensation and updates on market trends. The consultant does not provide any other services to the Company.

    During 2013, the Committee engaged Frederic W. Cook & Co. as its independent compensation consultant and used the services of this consultant primarily in the first half of the year.

    Use of Market Reference Data
    Typically management has provided the Committee with market median reference data for each Named Executive Officer. The Committee uses national survey data to assess compensation. The Company has recently undergone and completed a restructuring process resulting in a portfolio of businesses that are in various stages of growth. In view of these variables, there are no similarly sized, domestically based peer companies that are readily identifiable for the purpose of benchmarking compensation data. The Committee believes that the national survey data provides a competitive frame of reference for compensation decisions because it offers a reasonable representation of the cost to hire and retain talent. The surveys referenced are from three independent external survey providers: the Towers Watson Executive



    Compensation Survey, the Aon Hewitt Executive Compensation Survey and the Radford Technology Survey. The Committee does not review or have access to the names of the individual companies that participate in these surveys.

    ELEMENTS OF TOTAL DIRECT2014 COMPENSATION DECISIONS

    Base Salaries
    Salary    Base salaries provide a regular source

    Mr. Clarke joined us on March 12, 2014, as our new CEO, and Mr. McMullen joined us on June 16, 2014, as our new CFO. Each of income to our Named Executive Officers.

    The Committee typically reviewstheir base salaries annually, but it does not automatically increase salaries. Rather, base salaries are adjusted only if deemed appropriate bywere determined as part of our respective contract negotiations with them.

    In 2014, the Committee utilizing market data asengaged Lyons Benenson to conduct a referencestudy of executive compensation pay levels in comparison to both the newly approved peer group and in consideration of: 1) experience; 2) responsibilities; 3) the importance of the position relative to other senior management positions within the Company; 4) external relative scope or changes in the competitive marketplace; and 5) years since the last base salary change. Any change in base salary will affect an executive’s target opportunity under our annual variable pay plan, which is based on a percentage of base salary.

    Thesurvey market median base salary reference is used because it:

    • Enables us to attract and retain high quality talent;
    • Ensures thatdetermine if our executives receive competitivepay levels were competitive. Please see “Use of fixed compensation, which protects against excessive risk taking thatmight be encouraged if salaries were set substantially below market rates;
    • Ensures that fixed costs are reasonable and sustainable; and
    • Historically, enables us to deliver the majority of compensation opportunity through variable, results-based incentives to ensurethat realized pay is highly correlated with achievement of important performance goals and changes in shareholder value.

    2013 Committee Discussion and Analysis Regarding Base Salaries
    The Restructuring and Executive Compensation Committee determined it appropriate to freeze executive base salaries during the Chapter 11 proceedings absent a significant increase in job responsibilities. However, the Committee studied all positions included in the employment agreements that became effective upon emergence from the Chapter 11 proceedings with regard to competitiveness to the market median (basedMarket Reference Data” on page 24 for more details on the peer group and survey data described above).data. As a result of this study, it was determined that the base salaries remained frozenfor our named executive officers were competitive in 2013comparison to both the peer group and survey market data, so no changes were made to the base salaries for Mr. Perez and Ms. Quatela and were increased for the following Named Executive Officers:our named executive officers.

    • Mr. Kruchten received an increase of 27.9% effective January 1, 2013 in recognition of his increased responsibilities as President,Graphics, Entertainment and Commercial Imaging, which brought his

      The annual base salary to 94% of market median. Subsequently, as part ofimplementation of his new employment agreementrate for each named executive officer in September 2013, and in recognition of the critical role that he holds and theneed to retain him as a leader2014 is set forth in the Company following emergence from bankruptcy, Mr. Kruchten received an additional increase of3.3% effective September 4, 2013. This action brought his base salary to 96% of market median.

    • Dr. Edwards received an increase of 13.4% effective January 1, 2013 in recognition of his increased responsibilities as President,Digital Printing“2014 Annual Base Rates and Enterprise Services, which brought his base salary to 101% of market median. Subsequently, as part ofimplementation of his new employment agreement in September 2013, and in recognition of the critical role that he holds and theneed to retain him as a leader in the Company following emergence from bankruptcy, Dr. Edwards received an additional increase of12.5% effective September 4, 2013. This action brought his base salary to 108.3% of market median. Given the importance of theDigital Printing and Enterprise Services product portfolio as Kodak seeks to grow as a technology company, the Committeedetermined that it was appropriate to set Dr. Edwards’ base salary at a level above market median.
    • Mr. Sheller received an increase of 18.1% effective September 4, 2013 as part of implementation of his new employment agreementin September 2013, and in recognition of the critical role that he holds and the need to retain him as a key leader in the Companyfollowing emergence from bankruptcy. This increase brought his base salary to 100% of market median.

    The Company’s agreement with AP Services LLC includes fees for Ms. Roof's services as our CFO. AlixPartners LLP directly compensates Ms. Roof; the Company does not maintain a separate compensation arrangement with Ms. Roof. Accordingly, the Committee does not determine Ms. Roof's compensation.

    Consistent with current practice, the amount of Mr. Perez’s salary in excess of the $1,000,000 deductibility limit under Section 162(m) of the Internal Revenue Code (Code) was deferred.2014 EXCEL Target Opportunities” table on page 26.

    Annual Variable Pay: Executive Compensation for Excellence and Leadership (EXCEL)
    The Company provides

    For 2014, we provided an annual variable cash incentive opportunity to drive annual performance aligned to success in our business strategy, known as Executive Compensation for Excellence and Leadership (EXCEL). The Bankruptcy Court approved the participation of our Named Executive Officers in EXCEL for the 2013 performance year.

    Executives participating in EXCEL are assigned a target opportunity expressed as a percentage of base salary. Payouts under EXCEL are based on a formula that represents results achieved against performance metrics. The Committeemaximum award for any named executive officer is the lesser of 10% of the EXCEL aggregate award pool (without discretion), 500% of the named executive officer’s base salary on the last day of the previous year, or $5 million. We may not exercise positive discretion to increase the size of a Named Executive Officer’snamed executive officer’s award above the maximum award level established under the plan. The maximum award



    for any Named Executive Officer is the lesser of 10% of the EXCEL award pool (without discretion), or 500% of his or her prior year-end base salary, not to exceed $5 million.EXCEL.

    Given the complexity of the Company’s Chapter 11 proceedings and the need to obtain support from creditor constituencies with respect to the 2013 EXCEL performance metrics, the Committee determined it necessary to continue to seek such support beyond the first 90 days of 2013. As such, the EXCEL program for 2013 did not meet all of the requirements to qualify as “performance-based” compensation under Section 162(m) of the Code.

    EXCEL Target Opportunity
    Our Named Executive Officers are assignedWe assign target opportunities under EXCEL based on a percentage of base salary.

    2013 Committee Discussion and Analysis Regarding Target Leverage
    For 2013, the Committee determined it appropriate to review In establishing the target leveragepercentages, we reference market total target compensation data to determine whether base salary and variable pay opportunities are competitive with the market. It is important that both the total target compensation and the mix between base salary and annual variable pay

    25


    Table of the Named Executive Officers and to make adjustments only where necessary to align to market median (based on the survey data described above). As a result of this review, the Committee determined thatContents

    are competitive. The target EXCELvariable pay opportunities would remain frozen in 2013 for Messrs. Clarke and McMullen were determined as part of their contract negotiations when they were hired during 2014.

    No adjustments were made to the target variable pay opportunities for Messrs. Kruchten, Sheller and Perez, and Kruchten, Dr. Edwards and Ms. Quatela. As part offor the implementation of his new employment agreement in September 2013, the EXCEL opportunity for Mr. Sheller was reduced from 75% to 65% to better align to market median for his position (bringing his target leverage to 104% of market median).2014 performance year.

    The following table shows the 2013 full year2014 annual base salary rates and the 2014 full-year EXCEL target opportunity as a percentpercentage of base salary for each of our Named Executive Officers:named executive officers:

     NameBase SalaryEXCEL % Target OpportunityEXCEL $ Target
    Opportunity    		 
    A.M. Perez$1,155,000155%$1,790,250 
    R.A. Roof(1)See SCT Not eligibleNot eligible  
    B.W. Kruchten 465,000 75%348,750 
    D.J. Edwards450,000 75% 337,500
    P.M. Sheller401,50065%260,975
    Former Executives
    L.G. Quatela465,00075%348,750

    (1)Ms. Roof is not an employee of the Company and is not eligible for EXCEL.

    2013 2014 Annual Base Rates and 2014 EXCEL Target Opportunities

    NameAnnual Base Salary RateEXCEL % Target OpportunityEXCEL $ Target Opportunity
    J.J. Clarke$1,000,000100%$1,000,000
    J.N. McMullen$600,00075%$450,000
    B.W. Kruchten$465,00075%$348,750
    Former Executives
    A.M. Perez$1,155,000155%$1,790,250
    R.A. Roof(1)See Summary Comp. TableNot eligibleNot eligible
    D.J. Edwards$450,00075%$337,500
    P.M. Sheller$401,50065%$260,975

    (1)Ms. Roof was not our employee and was not eligible for EXCEL.

    EXCEL Design and Performance Results

    Performance Metrics Design and Results
    Gate    The Committee selected “Adjusted EBITDA (consolidated)” (Adjusted EBITDA) as the single

    For 2014, we established a performance metric for the 2013 EXCEL performance period. The full definition for the metric can be found following the Grants of Plan-Based Awards Table. The Adjusted EBITDA target included performance of all businesses of the Company, including the Document Imaging and Personalized Imaging businesses that were soldgate as part of the Chapter 11 process.EXCEL program, which provided that no payments under EXCEL would be made unless the performance gate was satisfied. The initial targetperformance gate for Adjusted EBITDA2014 was based on a projected sale of the Document Imaging business by March 31, 2013, and the Personalized Imaging business by June 30, 2013. Because the actual date of sale of these businesses occurred latercompliance with our financial covenants contained in the year than projected, the Adjusted EBITDA target was modified to reflect the actual sale dates of these businesses as allowed in the Company’s applicableSeptember 3, 2013 exit financing arrangements. The resulting metric shown below was adjusted to account for the actual sale date of September 1, 2013 for both businesses.

    In addition to the singleWe used this performance metric, the Committee established performance gates such that any performance below these gates would result in no payment under the plan. The gates for 2013 were: 1) compliance with the financial covenants within the Company’s applicable financing agreements throughout 2013; and 2) Adjusted EBITDA of $228.3M, which represented 85% of the Company’s target Adjusted EBITDA for fiscal year 2013, as adjusted for the timing of the sale of Document Imaging and Personalized Imaging.



    The financial targets and actual performance for the 2013 EXCEL performance period were as follows:

    Excel Primary Performance GoalsWeightThresholdTargetStretchResult
    Adjusted EBITDA (consolidated)100%Metric$228.3M$268.6M$537.2M
    Payout
    Opportunity    		60%100%200%
    Result $302M
    EXCEL earned award for Named
    Executive Officers    		  112.4%
    EXCEL approved award for Named
    Executive Officers    		112.4%

    Committee Discussion and Analysis of Performance Metric and Goals

    The Committee selected Adjusted EBITDA as the only metric for 2013 because it focuses on earnings from operational performance, including that of the two businesses (Document Imaging and Personalized Imaging) that were sold in the Chapter 11 process. The definition of this metric is consistent with the Company’s applicable financing agreements in order to align management incentives with the Company’s financial covenants. The Committee established the target for this metric consistent with the business plan presented by the Company to the creditor constituency in the Chapter 11 proceedings. The threshold for an earned payment was established at $7M above the minimum Adjusted EBITDA covenant calculated to include January plan performance to ensure full year performance above the minimum level required by the covenant. The resulting payout slope was much steeper below target performance than above target performance. In addition to the single metric, the Committee established a gate for minimum consolidated Adjusted EBITDA and minimum U.S. liquidity to ensure that no award would be earned absent compliance with thethis financial covenants in the Company’s applicable financing agreements. The Company obtained the support of creditor constituents in the bankruptcy process in developing the performance metriccovenant compliance.

    Performance Metrics Design and Results

    We utilized Corporate and Segment metrics for the 20132014 EXCEL performance period.

    Committee Discussionperiod to drive greater accountability and Analysis of 2013 Named Executive Officer Awards

    Overall Award Pool
    In determining the percentage payout earned under EXCEL for our Named Executive Officers, the Committee first considered whether the minimum performance gates had been achieved. Specifically, the Committee confirmed that the $228.3 million Adjusted EBITDA requirement had been exceeded and that the financial covenants within the applicable financing agreement had been met and exceeded. Next, the Committee considered the actual financial performanceassociated rewards. We established separate metrics for the Company of $302M in Adjusted EBITDA, which resulted in a payout percentage of 112.4%. Based on this review,Corporate Component, the Committee approved a payout level of 112.4% of the target level for the 2013 performance period.

    Awards for Named Executive Officers
    After a review of each Named Executive Officer’s individual performance, particularly related to their contributions towards achieving the goals of the Chapter 11 reorganization process, the Committee determined that their individual awards should be consistent with the overall award pool, without further adjustments. Sixty percent (60%) of the total amount of the awards will be paid in April 2014Digital Printing and the remaining forty percent (40%) is fully vestedEnterprise (DP&E) Segment, and payable in December 2014.

    With respect to the award for Mr. Perez, the Committee considered his leadership throughout the Chapter 11 process, including the Company’s emergence on September 3, 2013. The Committee considered Mr. Perez's focus on securing customer and partner relationships; leadership of the asset sale process; successful negotiations to settle and eliminate large legacy liabilities; completion of two refinancing arrangements; and transition of responsibilities to the new Chairman and Board. In addition, the Committee considered Mr. Perez's performance resulting in strategic and operational balance to maintain profitable revenue and overall liquidity.

    In considering the award for Mr. Kruchten, the Committee considered the results for his leadership of the Graphics, Entertainment and Commercial Films business, includingFilm (GECF) Segment.

    The performance factors and the successful launchassociated weights and stabilization of certain productsthe performance metrics for the Corporate Component, the GECF Segment and technologies; histhe DP&E Segment are set forth in the following tables.

    Corporate Component Metrics

    Performance FactorWeightThreshold (0%)Target (100%)Stretch (200%)
    Company Revenue50%$2,078M$2,226M$2,400M
    Operational EBITDA50%$125M$157M$225M

    We selected Revenue and Operational EBITDA as the performance factors for the Corporate Component to maintain focus on overallearnings from our operational performance while also driving growth through a focus on our revenue. Operational EBITDA is a non-GAAP measure. The reasons for using non-GAAP measures and manufacturing productivity improvements; year-over-year margin improvementreconciliations of non-GAAP measures to the most closely comparable GAAP measures are presented in EntertainmentExhibit A to this Proxy Statement.

    We established the targets based on our annual commitment plan for 2014, and Commercial Films; and his significant rolewe used payout slopes that reflected a combined performance under the associated metrics so the under-performance of either metric would offset any over-performance in the asset salesother metric.

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    DP&E Segment Metrics

    Performance FactorWeightThreshold (0%)Target (100%)Stretch (200%)
    Segment Revenue60%$717M$803M$907M
    Segment Operational EBITDA before Corporate Costs40%$77M$105M$158M

    We selected Segment Revenue and settlementSegment Operational EBITDA before Corporate Costs as the performance factors for the DP&E Segment to maintain the Segment’s focus on its earnings from operational performance, while also driving the Segment’s growth through a focus on its revenue. Segment Operational EBITDA before Corporate Costs is a non-GAAP measure. The reasons for using non-GAAP measures and reconciliations of liabilitiesnon-GAAP measures to the most closely comparable GAAP measures are presented in Exhibit A to this Proxy Statement.

    Given that there was more targeted growth from the DP&E Segment, a greater weighting was placed on Segment Revenue (60%) as compared to Segment Operational EBITDA before Corporate Costs (40%) for the DP&E Segment. We also used payout slopes that reflected a combined performance under the associated metrics so the under-performance of either metric would offset any over-performance in the Chapter 11 process that were a critical component of the Company’s ability to emerge from Chapter 11 protection.other metric.

    With respect to Dr. Edwards, the Committee determined his award based on results in his leadership of the Digital PrintingGECF Segment Metrics

    Performance FactorWeightThreshold (0%)Target (100%)Stretch (200%)
    Segment Revenue50%$1,361M$1,423M$1,493M
    Segment Operational EBITDA before Corporate Costs50%$198M$220M$248M

    We selected Segment Revenue and Enterprise Services business, including year-over-year improvement inSegment Operational EBITDA before corporate costs; progressCorporate Costs as the performance factors for the GECF Segment to maintain the Segment’s focus on its earnings from operational performance while also driving the Segment’s growth through a focus on its revenue. Segment Operational EBITDA before Corporate Costs is a non-GAAP measure. The reasons for using non-GAAP measures and reconciliations of non-GAAP measures to the most closely comparable GAAP measures are presented in driving various partnership models; technology productivity and reliability improvements; and successful managementExhibit A to this Proxy Statement. We also used payout slopes that reflected a combined performance under the associated metrics so the under-performance of key retailer relationships.either metric would offset any over-performance in the other metric.



    Mr. Sheller's leadership in his three corporate roles as General Counsel, Chief AdministrativeTable of Contents

    2014 Named Executive Officer and SecretaryEXCEL Metrics

    The named executive officers who received 2014 EXCEL awards were considered in determining his award. The Committee considered Mr. Sheller's performance in leading the Chapter 11 legal processes through communications with several diverse constituencies; managing the transitionsubject to the post-emergence Board; oversightCorporate and Segment metrics with the weightings set forth in the following table.

    NameCorporate ComponentDP&E SegmentGECF Segment
    J.J. Clarke100%--
    J.N. McMullen100%--
    B.W. Kruchten25%-75%
    A.M. Perez100%--
    D.J. Edwards25%75%-
    P.M. Sheller100%--

    Determination of several key components2014 Named Executive Officer EXCEL Awards

    Achievement of the asset sales; and leadershipPerformance Gate

    The performance gate for 2014 EXCEL awards was achieved given that we complied with the financial covenants contained in the stabilization of overall Company governance and employee issues beyond emergence.September 3, 2013 exit financing arrangements.

    With respect to Ms. Quatela, the Committee looked to her leadershipActual Performance: Corporate Component

    As shown in the Personalized Imagingfollowing table, the 2014 payout percentage for the Corporate Component was 0% because the results for both performance factors were below the respective threshold amounts.

    Performance FactorWeightThreshold (0%)Target (100%)Stretch (200%)Result(1)Payout %
    Revenue50%$2,078M$2,226M$2,400M$2,060M0.0
    Operational EBITDA50%$125M$157M$225M$112M0.0
    Payout Percentage for the Corporate Component0.0%

    (1)These results exclude $41 million attributable to an unplanned, non-recurring IP transaction.

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    Actual Performance: DP&E Segment

    As shown in the table below, the 2014 payout percentage for the DP&E Segment was 0% because the actual results for both performance factors were below the respective threshold amounts.

    Performance FactorWeightThreshold (0%)Target (100%)Stretch (200%)ResultPayout %
    Segment Revenue60%$717$803M$907M$668M0.0
    Segment Operational      
    EBITDA before40%$77$105M$158M$64M0.0
    Corporate Costs 
    Payout Percentage for the DP&E Segment0.0%

    Actual Performance: GECF Segment

    As shown in the table below, the payout percentage for the GECF Segment was 32.7% because the results for both performance factors were above their respective threshold amounts, but below their respective target amounts, resulting in a payout percentage for the Segment Revenue of 24.7% and Document Imaging businesses, leading toa payout percentage for the completionSegment Operational EBITDA before Corporate Costs of the successful sale of these businesses,8.0%.

    The result for Segment Revenue for 2014 was $1,393 million, which was a fundamental componentabove the minimum threshold, but below the target. We used linear interpolation to determine the resulting payout percentage for the Segment Revenue performance factor to be 24.7%.

    The result for Segment Operational EBITDA before Corporate Costs for 2014 was $202 million, which was above the minimum threshold, but below the target. We used linear interpolation to determine the resulting payout percentage for the Segment Operational EBITDA before Corporate Costs performance factor to be 8%.

    Performance FactorWeightThreshold (0%)Target (100%)Stretch (200%)Result(1)Payout %
    Segment Revenue50%$1,361M$1,423M$1,493M$1,392M24.7
    Segment Operational      
    EBITDA before50%$198M$220M$248M$202M8.0
    Corporate Costs 
    Payout Percentage for the GECF Segment32.7%

    (1)These results exclude $41 million attributable to an unplanned, non-recurring IP transaction.



    Table of Contents

    EXCEL Awards Paid to NEOs for 2014

    As shown in the Company’s Plan of Reorganization, and her ongoing support in transitioning these businesses.

    Ms.table below, based on our 2014 performance, only Mr. Kruchten earned an EXCEL payment for 2014. (Ms. Roof was not considered forour employee and did not receive an EXCEL award as she is not a participant in our EXCEL program.

    2011-2012 Performance Cash Program
    Under the terms of the Company’s former Omnibus Long-Term Incentive Plan, the Committee established a performance cash program to commence in 2011 and continue through 2012. The 2011-2012 Performance Cash program was established with two one-year performance periods, followed by a vesting period of one year, to ensure a total earn-out period of three years. The terms of the program and the basis on which metrics were established were disclosed in the Company’s Forms 10-K/A filed April 27, 2012 and April 22, 2013.

    The 2011 performance goal and result were disclosed in the Company’s Form 10-K/A filed April 27, 2012. The performance threshold for 2011 was not met, resulting in a certification of 0%eligible for the 2011 performance period. The 2012 performance goal and result were disclosed in the Company’s Form 10-K/A filed April 22, 2013. The performance threshold for 2012 was met, and overall performance resulted in a 150% payout opportunity for the 2012 performance period. Total performance for the 2011 and 2012 performance periods resulted in a total payout at 75% of target. These payments vested on December 31, 2013.EXCEL.)

    CorporateEXCELEXCEL
    ComponentDP&E SegmentGECF SegmentTargetAward
    Name(Weight/Payout)(Weight/Payout)(Weight/Payout)Payout %OpportunityEarned
    J.J. Clarke100% / 0%--0%$1,000,000$0
    J.N. McMullen100% / 0%--0%$450,000$0
    B.W. Kruchten25% / 0%-75% / 32.7%24.5%$348,750$85,444
    A.M. Perez100% / 0%--0%$1,790,250$0
    D.J. Edwards25% / 0%75% / 0%-0%$337,500$0
    P.M. Sheller100% / 0%--0%$260,975$0

    2013 Long-Term Incentive Compensation
    Long term

    Long-term incentives, mainly in the form of equity, have historically beenare a significant part of our compensation program for our Named Executive Officers. The objectives of this element of compensation are to: (i) alignnamed executive compensation with shareholder interest; (ii) create incentives for executive retention; (iii) encourage long-term performance; and (iv) promote stock ownership.officers.

    The Company did not issue long-term incentive awards to its executivesAs provided in 2013 due to the ongoing bankruptcy proceedings. However, as approved under the Plan of Reorganization,their respective employment agreements, Messrs. Perez, Kruchten and Sheller and Dr. Edwards, alongeach received a grant of equity under the Eastman Kodak Company 2013 Omnibus Incentive Plan in 2014, with certain other Company executives in leadership roles, received an equityone-half of the grant date value in the form of Restricted Stock Unitsrestricted stock units (RSUs) upon emergence from Chapter 11 underand the 2013 Eastman Kodak Company Omnibus Plan as described in their individual employment agreements. In setting the amount of equity to be awarded to each Named Executive Officer, the Committee determined that the grant should be valued at 20% of the Named Executive Officer’s Total Direct Compensation, based upon the intent to place one-year Total Direct Compensation at the 75th percentile of market Total Direct Compensation. Mr. Perez’s RSU grant vests one-third upon the grant date, one-third upon the first anniversaryother half of the grant date value in the form of stock options. These RSUs and one-third upon the achievement of performance metrics determined by the Committee, if and as certified by the Committee. The vesting schedule of Mr. Perez’s RSUs derives from the scheduled term of his employment agreement, which is one year. The RSU grants for Messrs. Kruchten and Sheller and Dr. Edwardsstock options vest one-third upon the first, second and third anniversary of their respective grant dates. Mr. Sheller forfeited his unvested equity upon his termination of employment on January 9, 2015.

    As a sign-on incentive, Mr. Clarke received a grant of RSUs and stock options under the Eastman Kodak Company 2013 Omnibus Incentive Plan, and Mr. McMullen received a grant date. The vesting schedule of RSUs under the RSUs for these Named Executive Officers derives fromEastman Kodak Company 2013 Omnibus Incentive Plan. These awards each vest one-third upon the termfirst, second and third anniversary of their respective grant dates. The values of these equity awards were determined as part of the overall negotiated compensation under their respective employment agreements,agreements.

    Under his employment agreement, Mr. Clarke is also entitled to receive stock options with a grant date value of $1 million on each of the first and second anniversaries of the effective date of his employment agreement, each of which will vest one-third upon the first, second and third anniversaries of their respective grant dates.

    Under his employment agreement, Mr. McMullen is three years.entitled to receive an annual long-term incentive award with a grant date value of $1 million.

    Mr. Perez was not granted any additional equity awards in 2014.

    Please see the “Grants of Plan-Based Awards Table” on page 39 for the number and grant date fair value of these equity awards.

    OTHER COMPENSATION

    Tax-Qualified Retirement Plans: KRIP and SIP

    We offer tax-qualified retirement plans that are designed and intended to attract and retain employees. Our tax-qualified defined benefit plan, comprised of a cash balance component and a traditional defined benefit component (KRIP), and our tax-qualified 401(k) defined contribution plan (SIP), cover all U.S. employees. Benefit accruals in the traditional defined benefit component of KRIP and employer contributions to SIP were frozen as of January 1, 2015. Effective as of January 1, 2015, the cash balance accrual component of KRIP was increased from 4% to 7% to reflect the corresponding 3% decrease in the SIP match. The details of KRIP are described following the “Pension Benefits Table” on page 43.

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    Non-Qualified Retirement Plan: KURIP

    Until September 3, 2013, we provided non-qualified retirement benefits to our eligible employees, including our named executive officers other than Messrs. Clarke and McMullen and Ms. Roof (who was not our employee), under the Kodak Unfunded Retirement Income Plan (KURIP). KURIP was an unfunded retirement plan designed to provide our eligible employees with pension benefits that (1) made up for the Internal Revenue Code’s limitations on allocations and benefits that may be paid under KRIP and SIP, and (2) recognize deferred compensation that is ignored when calculating benefits under KRIP and SIP.

    Eligible employees, including our named executive officers other than Messrs. Clarke and McMullen and Ms. Roof (who was not our employee), continued to earn benefits under KURIP after our Chapter 11 filing date. KURIP was terminated upon our emergence from bankruptcy. KURIP benefits earned after the filing date and prior to emergence from bankruptcy on September 3, 2013 were frozen and are payable as a lump sum upon the employee’s termination of employment with us (less applicable withholding and subject to compliance with Code Section 409A). Mr. Perez’s KURIP benefit will be paid to him in April 2015, Dr. Edwards’ KURIP benefit will be paid to him in July 2015, and Mr. Sheller’s KURIP benefit will be paid to him in August 2015.

    The details of KURIP are described following the “Pension Benefits Table” on page 43.

    Additional Arrangement for Mr. Perez

    To preserve the full deductibility for federal income tax purposes of Mr. Perez’s base salary, we required him to defer that portion of his base salary that exceeded $1 million. Amounts deferred between the Chapter 11 filing date and our emergence from bankruptcy on September 3, 2013, plus interest on those amounts, became payable upon Mr. Perez’s termination of employment with us in the form of a lump sum after the six-month waiting period required for compliance under Code Section 409A. We paid these amounts to Mr. Perez in March 2015.

    Perquisites

    During 2014, Messrs. Clarke and McMullen were the only current named executive officers who received perquisites. Each received a housing and travel allowance of $5,000 per month. Any expenses for business-related travel are separately reimbursed. Additionally, we provided Messrs. Clarke and McMullen with gross-up payments for the taxes associated with the allowances paid to them in 2014.

    Additionally, until Mr. Perez’s termination of employment, we provided him with home security services.

    The value of these perquisites is included in the “All Other Compensation” column of the “Summary Compensation Table” on page 34.

    Awards to Mr. Perez

    Under the terms of Mr. Perez’s 2013 employment agreement, he was granted an emergence equity award of restricted stock units subject to specified time-vesting or performance conditions, and he was paid a one-time special cash incentive based on performance requirements, each as described below.

    Mr. Perez’s Emergence Equity Award

    Under the terms of Mr. Perez’s 2013 employment agreement, his second tranche of 53,043 RSUs, which were granted on September 3, 2013, vested upon the expiration of his employment agreement on September 3, 2014.

    Mr. Perez’s third tranche of this RSU grant was performance-based, with a performance period ending on December 31, 2014. There were six performance metrics for this tranche, all equally weighted: (1) placement of Prosper Writing Systems; (2) Flexo NX plate volume; (3) functional print revenue; (4) Sonora plate sales; (5) ECF performance, including revenue, operational EBITDA and cash; and (6) full Company performance, including revenue, operational EBITDA and cash. We reviewed the results against each metric and determined that Mr. Perez had achieved one out of the six metrics, which was the Flexo NX plate volume, resulting in vesting of 16.7% (or 8,858 RSUs) of his third tranche in 2015.

    One-Time Special Incentive for Mr. Perez
    Under the terms of his management agreement effective September 3, 2013, which was approved as part of the Plan of Reorganization,

    Mr. Perez iswas eligible to receive a performance-based payment in an amount of up to $2 million, based upon the satisfaction of certain performance metrics, as determined by the Committee. The performance metrics focuswhich focused on achievements with respect to key customer and contractual arrangements in the Company’sour Commercial Imaging businesses. Achievement of these goals required tangible results for launching key strategic businesses by December 31, 2014. In identifying these metrics,and critical partnerships for our future. Mr. Perez achieved two of the Committee determined that thesekey customer and contractual arrangements were critical indicatorsarrangement goals in 2014, and as a result, a payment of the performance of the Company’s Commercial Imaging businesses.$2 million was made to Mr. Perez in 2014.

    31

    One-Time Special Incentive Agreement for Ms. Quatela
    Effective September 3, 2013, the Company entered into a one-time special transition incentive agreement with Ms. Quatela pertaining to the successful sale of our Document Imaging and Personalized Imaging businesses to the Kodak Pension Plan of the United Kingdom, which was a necessary component in the Company’s ability to emerge from Chapter 11. The Committee reviewed and approved this agreement, and it was approved as part of the Company’s Plan of Reorganization in the Chapter 11 process. The performance criteria under the agreement focused on the successful closing of the asset sale agreement as staged in various jurisdictions throughout the world, the transition of key customers in these businesses to the new owner, and the development and implementation of the organizational structure to support deferred close country operations. Subject to achievement of these performance goals within the performance period, Ms. Quatela was eligible to earn an award of $813,750.



    Committee Discussion and Analysis on Goal and Metric Selection and Award Determination
    The Committee intended for Ms. Quatela’s agreement to incent her to complete a timely saleTable of the Document Imaging and Personalized Imaging businesses, which was critical to the Company’s ability to emerge from Chapter 11, and to incent Ms. Quatela to continue to fulfill steps necessary for full implementation of the transfer of the businesses to the new owner. The target/maximum payout opportunity was established to provide Ms. Quatela an opportunity to earn total compensation in line with her Total Target Cash Compensation for 2013. The Committee approved the payment in full based upon Ms. Quatela’s successful performance in all of the criteria under the agreement. The award is included in the Grant of Plan Based Awards Table.

    RISK MITIGATING POLICIESContents

    PolicySeverance Arrangements

    We provide our named executive officers, other than Ms. Roof (who is not our employee), with severance provisions designed to serve as a retention tool and to provide incentive for the named executive officers to focus on Recoupmentthe best interests of Executive Incentive Paymentsshareholders in connection with the transformational components of our strategic plan given that, in certain instances, an executive’s successful completion of his or her responsibilities may result in the Eventelimination of Certain Restatements
    his or her job. These severance provisions also provide an incentive for the named executive officers to sign a release of claims against us, to refrain from competing with us and to cooperate with us both before and after their employment is terminated. When approving any agreement for employment or retention, we focus on the reasons for which severance may be triggered relative to the named executive officer’s position and responsibilities.

    Each of the employment agreements with Messrs. Clarke, McMullen, Sheller and Kruchten and Dr. Edwards provide severance benefits in the event his employment is terminated by us without “cause” or if he terminates for “good reason.” The definitions of “cause” and “good reason” as applicable to these severance provisions are set forth below in the “Potential Payments upon Termination or Change in Control” discussion beginning on page 45. Mr. Clarke’s employment agreement also provides that if his employment terminates by reason of the expiration of his scheduled employment term, he is entitled to certain benefits as more fully described under “Individual Termination Arrangements” beginning on page 47.

    Mr. Perez terminated employment at the time his scheduled employment term ended on September 3, 2014. As a result, he became eligible for certain termination benefits under his 2013 employment agreement, as more fully described under “Individual Termination Arrangements” beginning on page 47.

    Dr. Edwards terminated his employment effective December 31, 2014, and he became eligible for certain termination benefits under his 2013 employment agreement, as more fully described under “Individual Termination Arrangements” beginning on page 47.

    Mr. Sheller resigned, and his employment with us ended on January 9, 2015. He was not eligible for severance, and he forfeited his unvested equity awards.

    Ms. Roof was not eligible for severance payments in connection with the cessation of her service.

    For additional information regarding the potential severance benefits payable to our named executive officers under various circumstances, please see the discussion preceding the “Severance Payments Table” beginning on page 50.

    Change in Control Arrangements

    The employment agreements with Messrs. Clarke and McMullen allow for payment of severance under certain conditions following a change in control (double trigger). These provisions were designed to protect against the possible loss of certain benefits after a change in control. Please see “Individual Termination Arrangements” beginning on page 47 for more details on these provisions. We believe that a double trigger is appropriate for such payments because it helps to ensure that these individuals do not receive an unintended benefit by receiving severance payments while continuing in their position following a change in control.

    Additionally, under our 2013 Omnibus Incentive Plan, we may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards upon a change in control. While we do not believe that automatic acceleration of vesting is appropriate upon a change in control because an executive may continue in his position, we do believe that allowing the Committee the discretion to accelerate vesting of equity awards upon a change in control is appropriate because it may not be possible to continue vesting of existing equity awards or to replace existing equity awards with comparable awards of the acquiring company’s equity, and the acceleration of vesting would provide the executives with the same rights as other shareholders to sell their equity in the Company at the time of a change in control.

    PROGRAM GOVERNANCE

    Risk Mitigating Policies

    Recoupment (“Clawback”) Policy

    The Board has a policy requiring the recoupment of bonuses paid to Named Executive Officers uponnamed executive officers in the event of certain financial restatements. Under thethis policy, which is posted on our website athttp://ek.client.shareholder.com/supporting.cfm,, we require reimbursement of a certain portion of any amounts paid to a Named Executive Officernamed executive officer under EXCEL when:

    • ●The payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement;
      ●In the Board’s view, the officer engaged in fraud or misconduct that caused the need for the restatement; and
      ●A lower payment would have been made to the officer based upon the restated financial results.


      Table of certain financial results that were subsequently the subject of aContentsrestatement;

    • In the Board’s view, the officer engaged in fraud or misconduct that caused the need for the restatement; and
    • A lower payment would have been made to the officer based upon the restated financial results.

    In each such instance, the Companywe will, to the extent practicable, seek to recover the amount by which the Named Executive Officer’snamed executive officer’s annual incentive payment for the relevant period exceeded the lower payment that would have been made based on the restated financial results, plus a reasonable rate of interest.

    Committee DiscussionRestrictions on Hedging

    Our executive officers and directors are prohibited from engaging in any transactions (such as puts, calls, options or other derivative securities) with respect to our equity securities held by them to hedge or offset any decrease in the market value of Risk in Goal and Metric Selection
    The Committee considers risk management in all decisions related to executive compensation, and the Committee’s independent consultant has historically advised the Committee and management on the degree to which individual components and the program as a whole may influence the manner in which executives are encouraged or discouraged from taking risk. In establishing the metric selection, metric definitions, performance thresholds, targets and payout curves for our incentive-based compensation, the Committee considers how to appropriately balance risk with the achievement of shareholder objectives. Throughout 2013, the Restructuring and Executive Compensation Committee considered risks associated with key compensation decisions, as did the new Committee following emergence from Chapter 11.

    OTHER POLICIESthose equity securities.

    Policy on Qualifying Compensation

    When designing all aspects of compensation, we consider the deductibility of executive compensation under Section 162(m) of the Code. Section 162(m) provides that deductions are capped at compensation of $1 million paid to Covered Employees (as defined in Section 162(m)), other than compensation that is “performance-based.” EXCEL and our long-term incentive program are typically designed in a manner intendedpermit, but do not require, us to so qualify. However, these programs were not intended to qualify asaward compensation that meets the requirements for “performance-based” compensation in 2013 since, as discussed above,under Section 162(m). Generally, whether compensation will be deductible under Section 162(m) will be an important, but not a decisive, factor with respect to our decisions. We reserve the EXCEL metrics, the bankruptcy process necessitated collaboration with creditor constituents beyond the 90 day period required for Section 162(m) qualification, and no long-term incentive equity was granted in 2013. While these plans and programs typically are designedright to operate in a manner that is intended to qualify as “performance-based” under Section 162(m), the Committee may administer the plans in a manner that does not satisfy the requirements of Section 162(m) in order to achieve a result that the Committee determineswe determine to be appropriate.

    Ms. Quatela’s special incentive plan was designed in a manner intended to satisfy We make no representation that the requirements for “performance-based” compensation under Section 162(m).

    Generally, whether compensationof our named executive officers will be fully deductible under Section 162(m)for federal income tax purposes.

    Say-On-Pay

    In 2014 we held an advisory vote on our compensation program for our named executive officers, commonly referred to as the say-on-pay vote, which resulted in 97.2% of the votes cast approving our compensation program for our named executive officers. We evaluated the results of this vote as part of our overall assessment of our compensation program for our named executive officers. Based on this overall assessment and the strong support expressed by our shareholders, we did not make any material changes to our compensation program for our named executive officers in 2014.

    In 2014, we also held an advisory vote on the frequency of our say-on-pay vote, which resulted in 99.8% of the votes cast recommending an annual frequency for the say-on-pay vote. After considering that recommendation, the Board determined that the say-on-pay vote will be an important, but not a decisive, factor with respectheld annually until the next required vote on the frequency of the say-on-pay vote to the Committee’s decisions.be held at our 2020 Annual Meeting of Shareholders.



    OTHER COMPENSATION ELEMENTSTable of Contents

    Retirement Plans
    The Company offers a tax-qualified defined benefit plan, comprised of a cash balance component and a traditional defined benefit component (KRIP), and a tax-qualified 401(k) defined contribution plan (SIP), which cover all U.S. employees. Our tax-qualified retirement plans are designed and intended to attract and retain employees.

    Until September 3, 2013, the Company provided non-qualified retirement benefits to our employees, including the Named Executive Officers, under the Kodak Unfunded Retirement Income Plan (KURIP) and the Kodak Excess Retirement Income Plan (KERIP). KURIP and KERIP were unfunded retirement plans designed to provide our employees with pension benefits that (1) made up for the Internal Revenue Code’s limitations on allocations and benefits that may be paid under KRIP and SIP, and (2) recognize deferred compensation that is ignored when calculating benefits under KRIP and SIP. None of our Named Executive Officers had an accumulated benefit under KERIP. The details of KRIP and KURIP are described in the Pension Benefits Table.

    Upon the commencement of the Company’s Chapter 11 proceedings in January 2012, pre-petition balances under KURIP and KERIP were frozen. The plans continued to earn benefits after the filing date. Any individuals holding pre-petition balances under those plans were entitled to file an unsecured claim in the bankruptcy proceedings to seek recovery of their balances, and those claims were satisfied in a manner consistent with all other similarly situated general unsecured creditors, with a distribution of equity following emergence from bankruptcy. KURIP and KERIP were terminated upon the Company’s emergence from bankruptcy. KURIP benefits earned after the filing date and prior to emergence were frozen and are payable as a lump sum upon the employee’s termination of employment with the Company (less applicable withholding and subject to compliance with Code Section 409A).

    Individual Supplemental Retirement Arrangements
    At the time of his hire, the Company entered into an individual letter agreement with Mr. Perez to provide additional retirement benefits beyond those available under our tax-qualified retirement plans and non-qualified retirement plans. This agreement provided eligibility for the traditional benefit component of KRIP and KURIP and for additional years of service in calculating those benefits. A supplemental individual retirement arrangement was necessary to recruit Mr. Perez. The benefits provided to Mr. Perez under his individual retirement arrangement are described in the section entitled Individual Supplemental Retirement Arrangements.

    Upon the Company’s emergence from bankruptcy, Mr. Perez’s original letter agreement was terminated and benefits earned prior to the filing date were settled by a distribution of equity in a manner consistent with other similarly situated general unsecured creditors. Benefits earned after the filing date and prior to emergence were frozen and are payable as a lump sum upon Mr. Perez’s termination of employment with the Company (less applicable withholding and subject to compliance with Code Section 409A).

    Deferred Compensation Plan
    The Company formerly maintained a non-qualified deferred compensation plan for our executives, known as the Eastman Kodak Company 1982 Executive Deferred Compensation Plan (EDCP). In 2009, the Committee froze the receipt of new monies into this plan indefinitely due to the plan’s administrative costs and low utilization. Upon filing for bankruptcy in January 2012, EDCP accounts were frozen and no additional interest was earned. The Company did not assume the plan upon emergence from Chapter 11, and it therefore has been terminated. All existing account balances under EDCP became an unsecured claim in the bankruptcy proceedings.

    Perquisites
    The Company provides certain perquisites for our Named Executive Officers. The perquisites are reviewed periodically and are provided to ensure the personal security of senior executives, to maximize an executive's time spent on Company business or to attract and retain senior executives.

    In 2013, Mr. Perez was the only Named Executive Officer who received perquisites. In order to ensure his personal safety and maximize time spent on Company business, the Company provided home security services and personal IT services for Mr. Perez. The value of these perquisites is included in the All Other Compensation column of the Summary Compensation Table.



    SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

    Severance Arrangements
    The Committee believes that it is important to provide our senior management some measure of financial security in the event their employment is terminated without cause, because of their responsibility for the success of the Company and the execution of the Company’s strategic plan. However, while the Company operated in Chapter 11, any severance payments were managed in compliance with the provisions of the Bankruptcy Code, irrespective of any letter agreements or severance guidelines. Under these provisions, our Named Executive Officers could receive only limited severance amounts under plans applicable to employees generally.

    Effective September 3, 2013, as part of the management agreements approved under the Plan of Reorganization, the Company entered into an individual severance arrangement with each Named Executive Officer other than Mmes. Roof and Quatela. These arrangements are designed to serve as a retention tool and to provide incentive for the Named Executive Officers to focus on the best interests of stockholders in connection with the transformational components of the Company’s strategic plan given that, in certain instances, an executive’s successful completion of his or her responsibilities may result in the elimination of his or her job. These arrangements also provide an incentive for the Named Executive Officers to sign a release of claims against the Company, to refrain from competing with the Company and to cooperate with the Company both before and after their employment is terminated.

    At the time that Mr. Perez commenced employment with the Company, an individual letter agreement dated March 3, 2003 was established to provide him with severance and other benefits. Upon the Company’s emergence from bankruptcy, this letter agreement, as amended, was terminated and any remaining entitlements thereunder were settled in the form of an unsecured claim, consistent with the treatment of other general unsecured creditors.

    The 2013 individual severance arrangements established for Messrs. Sheller and Kruchten and Dr. Edwards provide severance benefits in the event the Named Executive Officer’s employment is terminated by the Company without “cause” or if he terminates for “good reason.” The definitions of “cause” and “good reason” as applicable to the severance arrangements are set forth in the section entitled Individual Severance Agreements. Under his 2013 management agreement, Mr. Perez is entitled to certain termination benefits as more fully described in the section entitled Individual Termination Benefits.

    When approving any letter agreement for employment or retention, the Committee focuses on the reasons for which severance may be triggered relative to the Named Executive Officer’s position and responsibilities. Ms. Quatela’s severance arrangement is provided in accordance with the Company plans applicable to employees generally. Ms. Roof is not eligible for severance benefits under any Company plans. For additional information regarding the potential severance benefits payable to our Named Executive Officers under various circumstances, see the description preceding the Severance Payments Table.

    Change in Control Arrangements
    The Company first adopted an Executive Protection Plan in 1992, which provided for enhanced change in control severance benefits for executives, including our Named Executive Officers other than Ms. Roof, to reduce any reluctance on their part to support potential change in control transactions that may be in the best interest of shareholders and to promote their continued employment and dedication without distraction. The terms of the Executive Protection Plan are described in the section entitled Executive Protection Plan. Upon theCompany’s emergence from bankruptcy, the Executive Protection Plan was terminated.

    Certain of our other employee benefit and compensation plans also provided enhanced benefits to our Named Executive Officers other than Ms. Roof, as well as other U.S. employees, after a change in control. These benefits were designed to protect covered employees against the possible loss of certain benefits after a change in control. The terms of the Executive Protection Plan and the treatment of any benefits after a change in control under the Company’s welfare plans, deferred compensation plan, EXCEL and equity incentive plans are more fully described prior to the Severance Payments Table. Upon the Company’s emergence from bankruptcy, these enhanced benefits were eliminated.

    SATISFACTION OF UNSECURED CLAIMS AND CANCELLATION OF EQUITY
    As discussed throughout this Compensation Discussion and Analysis and the tables that follow, certain compensation plans, programs and agreements were terminated or expunged as part of the Company’s restructuring process under the Chapter 11 proceedings. In those cases where our Named Executive Officers were entitled to benefits under such arrangements, their benefits were converted to a general unsecured claim, which was satisfied following emergence from bankruptcy in the form of an equity distribution, consistent with treatment of all other similarly situated general unsecured creditors, in a gross pre-tax amount that was approximately 6% of the value of the claim. In addition, all common stock of the Company that was outstanding prior to the emergence date of September 3, 2013 was cancelled on emergence from bankruptcy. To the extent any of our executives, including our Named Executive Officers, held stock of the Company as of that date, it was cancelled, and no consideration was provided for this lost value.



    COMPENSATION OF NAMED EXECUTIVE OFFICERS

    SUMMARY COMPENSATION TABLE
    Summary Compensation Table    The table below summarizes the total compensation of each of our Named Executive Officers for 2011, 2012 and 2013.

    Change inChange in
    PensionPension
    Value and Non-Non-EquityValue and Non-
    Name andNon-EquityqualifiedStockOptionIncentive Planqualified DeferredAll Other
    PrincipalStockOptionIncentive Plan Deferred Comp.All OtherSalaryBonusAwardsComp.Comp. EarningsComp.Total
    PositionYearSalary(1)BonusAwards(2)Awards(3)Comp.(4)Earnings(5)Comp.(6)TotalYear($)(1)($)($)(2)($)(3)($)(4)($)(5)($)(6)($)
    A.M. Perez
    President &
    CEO    		2013$1,150,976-$2,245,310-$3,314,316    $725,402  $9,143$7,445,147
    20121,149,421---2,148,300 2,014,817 159,7115,472,249
    20111,115,140-3,083,1851,355,00501,311,499115,2856,980,114
    R.A. Roof
    CFO    		20132,231,957N/AN/AN/AN/AN/AN/A2,231,957
    2012800,726N/AN/AN/AN/AN/AN/A800,726
    J.J. Clarke
    CEO    		2014758,88503,000,0241,000,00409,765

    91,094

    4,859,772

    J.N. McMullen
    CFO    		2014298,95501,000,02009,86958,9761,367,820
    B.W. Kruchten
    SVP    		2013448,484-390,875-547,6950-1,387,0542014463,3800420,002420,00085,444359,62101,748,447
    D.J. Edwards
    SVP    		2013410,606-384,667-519,9757,9267,5481,330,722
    2012351,570---254,01626,35518,349650,290
    P.M. Sheller
    GC & SVP    		2013356,022-299,584-313,9440-969,549
    2012336,516---306,000908,86415,0261,566,406
    Laura Quatela,
    Former President,
    EKC and
    Personalized
    Imaging    		2013463,380---1,363,24525,4817,3501,859,456
    2012463,380---418,50038,22782,3061,002,413
    2011403,877-562,409208,003039,5467,8251,221,660
    B.W. Kruchten
    SVP    		2013448,4840390,8750547,695001,387,054
    20141,053,586002,000,00012,206284,6523,350,444
    A.M. Perez
    Former President
    & CEO    		20131,150,97602,245,31003,314,316725,4029,1437,445,147
    20121,149,421002,148,3002,014,817159,7115,472,249
    2014860,160N/AN/AN/AN/A860,160
    R.A. Roof
    Former CFO    		20132,231,957N/AN/AN/AN/A2,231,957
    2012800,726N/AN/A N/AN/A800,726
    2014448,4310420,002420,000010,0577,6501,306,140
    D.J. Edwards
    Former SVP    		2013410,6060384,6670519,9757,9267,5481,330,722
    2012351,57000254,01626,35518,349650,290
    2014400,1010302,410302,4000237,47801,242,389
    P.M. Sheller
    Former GC & SVP    		2013356,0220299,5840313,94400969,550
    2012336,51600306,000908,86415,0261,566,406

    (1)

    		This column reports the base salary paid to each of our Named Executive Officers.NEOs during each year reported. For Mr. Perez, the amount in this column for 2014 also includes the payment of $221,342 that was made for his accrued vacation pay upon his termination of employment. Ms. Roof, a Managing Director of AlixPartners LLP, has served as our CFO sincefrom September 10, 2012.2012 through June 25, 2014. Ms. Roof's services arewere provided pursuant to an agreement between Kodakus and APServices LLC, an affiliate of AlixPartners LLP. We dodid not compensate Ms. Roof directly. Rather, Ms. Roof iswas compensated directly by AlixPartners LLP. Under our agreement with AP Services LLC, we incurred $2,231,957$860,160 in 20132014 for Ms. Roof's services. Ms. Roof billed 2,156.2852 hours at $915$960 per hour plus 303.588 hours travel time at $475.50$480 per hour. AP Services LLC was also reimbursed in the amount of $120,182$50,923 to account for Ms. Roof’s travel expenses. Seeexpenses, which amount is not reflected in the section entitled Base Salaries for a complete discussion and analysis of base salary levels. Dr. Edwards’ base salary increased from 2012 as a result of a salary increase that he received effective January 1, 2013 and a subsequent increase effective September 4, 2013 (as part of his management agreement). Mr. Sheller’s base salary increased from 2012 as a result of a salary increase effective September 4, 2013 (as part of his management agreement).

    $860,160 figure.

    (2) With respect to the 2013 stock awards, thisThis column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of forfeiture for the restricted stock units (RSUs).all RSUs granted during each year reported. The RSUs were granted upon emergence from bankruptcy and the fair value is based on the assumptions usedamounts reported in determining the fair value of our common stock upon emergence, as disclosedthis column have been calculated in Note 3 to the Company’s audited financial statements for fiscal year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filedaccordance with the SEC on March 19, 2014. Based upon these assumptions,FASB ASC Topic 718. For 2014, the grant date fair value of each RSU is $14.11. The actual number of RSUs granted to Mr. Clarke on March 12, 2014 was $27.20; the NEOsgrant date fair value of each RSU granted to Mr. McMullen on June 16, 2014 was based$27.04; and the grant date fair value of each RSU granted to Messrs. Kruchten and Sheller and Dr. Edwards on an initial emergenceSeptember 3, 2014 was $23.78. For additional information regarding the valuation assumptions with respect to RSU grants, please see Note 19 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014.
    (3)This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk or forfeiture, for all stock priceoption awards granted during each year reported. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. The assumptions used to calculate the grant date fair value of $11.94 as determined as part ofstock options granted in 2014 are included in the Plan of Reorganization.

    table below. For additional information regarding the valuation assumptions with respect to our stock option grants, please see Note 19 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2014.


    (3) This column reports the grant date fair value (as calculated for financial reporting purposes), without any reduction for risk or forfeiture, for all stock option awards granted during each year reported. No stock options were granted during 2013. The assumptions used to calculate the grant date fair valueTable of stock options granted in 2011 are included in the table below.Contents

    Named
    ExecutiveGrant DateExpectedExpected
    OfficersFair Value ofRisk-FreeOptionExpectedDividend
    ReceivingAwardRateLifeVolatilityYield
    Grant DateAward($)(%)(years)(%)(%)
    1/24/2011L.G. Quatela2.942.40659.080.00
    2/28/2011A.M. Perez1.922.48659.150.00
    2/28/2011L.G. Quatela1.922.48659.150.00
    Grant DateExpectedExpected
    NEOsFair Value ofRisk-FreeOptionExpectedDividend
    ReceivingStock OptionRateLifeVolatilityYield
    Grant DateAward($)(%)(years)(%)(%)
    3/12/2014J.J. Clarke27.201.394.536.10.00
    9/3/2014B.W. Kruchten23.781.514.537.30.00
    9/3/2014D.J. Edwards23.781.514.537.30.00
    9/3/2014P.M. Sheller23.781.514.537.30.00

    (4)

    		The amounts in this column reflect payments under EXCEL for performance in 2014, 2013 2012 and 2011. See2012. Please see the Grants“Grants of Plan-Based Awards TableTable” on page 39 for the potential payouts for fiscal year 20132014 for each Named Executive Officer,NEO, which depend on performance. For a description of the performance criteria, please see “2013 EXCEL“EXCEL Design and Performance Results” under “Compensation Discussion and Analysis of Performance Metrics and Goals”. In addition, for 2013,beginning on page 26. For Mr. Perez, this column reflects payments earned under the 2011-2012 Performance Cash Program as described under the Elements of Total Direct Compensation. Final performance under the Performance Cash Program resulted in a payout at 75% of target, which vested on December 31, 2013.For Ms. Quatela, this columnfor 2014 also includes the payout earned for herhis one-time Special Incentive Agreement (describedof $2 million in the Compensation Discussion and Analysis of 2013 Named Executive Officer Awards)2014, which is described under “One-Time Special Incentive for Mr. Perez” on page 31).

    (5)This column reports the aggregate change in the present value of the Named Executive Officer'sNEO's accumulated benefits under KRIP KURIP and supplemental individual retirement arrangements,KURIP, to the extent a Named Executive Officerthe NEO participates is such arrangement, without recognition of any equity received in satisfaction of a general unsecured claim in the bankruptcy proceedings. The determination of the Change in Pension Value is highly dependent upon the discount rate and/or interest rate utilized, which may change based on the interest rate environment, thereby impacting the reported Change in Pension Value from year to year. Significant portions of the Pension Values for 2012 and prior years were settled following the Company’sour emergence from bankruptcy, in the form of an equity distribution of approximately 6% (pre-tax) of the value of the claim, consistent with the treatment of other general unsecured creditors. This column also includes the estimated above-market interest, if any, earned on deferred compensation balances during the year. In 2013, deferred compensation accounts were frozen (as part of the bankruptcy proceedings) with the exception of Mr. Perez’s deferral of base salary in excess of $1,000,000. This account continued to earn above-market interest. All deferred compensation account balances were also settled upon the Company’sour emergence from bankruptcy except for Mr. Perez’s post-petition base salary deferral in excess of $1,000,000. The breakdown of these figures is shown in the table below. Additional details about the settlement upon the Company’s emergence from bankruptcy are described under the Pension Benefits Table.

    201220132014
    Change inAbove-Change inAbove-Change inAbove-
    PensionMarketTotalPensionMarketTotalPensionMarketTotal
    ValueInterestValueValueInterestValueValueInterestValue
    Name($)($)(a)($)($)($)(a)($)($)(b)($)(a)($)
    J.J. ClarkeN/AN/AN/AN/AN/AN/A9,76509,765
    J.N. McMullenN/AN/AN/AN/AN/AN/A9,86909,869
    B.W. Kruchten000000359,6210359,621
    A.M. Perez2,008,4256,3922,014,817718,2317,171725,402012,20612,206
    D.J. Edwards26,355026,3557,92607,92610,057010,057
    P.M. Sheller908,8640908,864000237,4780237,478

    201120122013
    Change inAbove-Change inAbove-Change inAbove-
    PensionMarketTotalPensionMarketTotalPensionMarket
      NameValueInterest(a)ValueValueInterest(a)ValueValue(b)Interest(a)Total Value
      A.M. Perez$1,311,441$58$1,311,499$2,008,425$6,392$2,014,817$718,231$7,171$725,402
      R.A. RoofN/AN/AN/AN/AN/AN/AN/AN/AN/A
      B. W. Kruchten——————000
      D.J. Edwards———26,355026,3557,92607,926
      P.M. Sheller———908,8640908,864000
      L.G. Quatela39,543339,54637,90132638,11725,481025,481

    (a) A Named Executive Officer's

    		Mr. Perez’s deferral account balances arebalance is credited with interest at the "prime rate" as reported in theWall Street Journal, compounded monthly. Above-market interest is calculated as the difference between the prime rate and 120% of the Applicable Federal Rate (AFR) for the corresponding month. Payment of any above-market
    (b)The primary actuarial assumption changes used to calculate Pension Values for 2014 were a decrease in the discount rate, a decrease in the lump sum interest was subjectrate and an update to the Chapter 11 proceedings.

    mortality table used to calculate the present value of annuities. Mr. Perez’s Pension Value decreased from 2013 to 2014 primarily due to the removal of his special agreement benefit, which was partially offset by an increase in value from the KRIP as a result of a lower discount rate and longer life expectancy from the updated mortality table. The Pension Values for Dr. Edwards and Messrs. Clarke and McMullen were driven primarily by their respective cash balance accruals under KRIP during 2014. Messrs. Kruchten and Sheller had increases in Pension Values for 2014 primarily due to the decrease in the discount rate and lump sum rate, along with their annual accruals under KRIP due to additional pay and service.



    (b) The primary actuarial assumption changes used to calculate Pension Values were an increase in the discount rate as well as an increase in the lump sum interest rate. As a result of the freeze of post-petition non-qualified benefits upon the Company’s emergence from bankruptcy on September 3, 2013, the accrued benefit for each eligible individual was calculated as of the emergence date and payable as a lump sum; however, this lump sum is not adjusted for interest due to deferral of payment, producing a lower present value for individuals with an assumed deferred payment. Because Mr. Perez is beyond age 65, his benefits are payable as a lump sum; the change in discount rate and the non-qualified benefit freeze therefore have no impact on his value for 2013. His Pension Value increased from 2012 to 2013 primarily due to additional pay and service earned on his post-petition non-qualified benefits. The Pension Values for Ms. Quatela and Dr. Edwards are driven primarily by their respective cash balance accrual under KRIP for a full year of service in 2013 and under KURIP for service through the emergence date, offset by a decrease in present value due to the loss of previously assumed future interest credits on their frozen KURIP benefits. Mr. Kruchten had a negative Pension Value of ($37,092) for 2013 due to the increase in discount rate and lump sum rate, which more than offset his accruals under KRIP and KURIP due to additional pay and service. Mr. Sheller had a negative Pension Value of ($710,976) for 2013 which was driven by a decrease in his assumed final average pay due to his frozen KURIP benefit and an increase in the discount rate and the lump sum rate, the combination of which more than offset his normal accruals under KRIP and KURIP.

    (6) The table below shows the components of the All Other Compensation column for 2013:

    401(K)
     NameMatchOther(a)Total
      A.M. Perez      $0            $9,143            $9,143      
      R.A. RoofN/AN/A N/A
      B. W. Kruchten- 0 0 
      D.J. Edwards  7,548  0  7,548 
      P.M. Sheller  - 00
      L.G. Quatela7,35007,350

    (a)Mr. Perez’s Other compensation includes $4,301 for his home security system and $4,842 for personal IT support. While Mr. Perez’s individual arrangement dated March 3, 2003, as amended, provided for an annual reimbursement of up to $7,000 for the cost of financial planning services, no reimbursement was made as a result of the termination of the letter agreement and settlement of all entitlements thereunder following the Company’s emergence from bankruptcy.



    Table of Contents

    (6)The table below shows the components of the All Other Compensation column for 2014:

     Name401(k) Match ($)Other ($)(a)Total ($)
    J.J. Clarke2,300(b)88,79491,094
    J.N. McMullen058,97658,976
     B. W. Kruchten000
    A.M. Perez0284,652284,652
     R.A. RoofN/AN/AN/A
    D.J. Edwards7,65007,650
    P.M. Sheller000

    (a)Other compensation for Mr. Clarke includes $50,000 and for Mr. McMullen includes $32,500 for their housing and travel expense allowances and also includes $38,794 and $26,476, respectively, as a tax gross-up payment on those amounts. Mr. Perez’s “Other” compensation includes $8,694 for his home security system and $275,958 in consideration for compliance with the non-compete obligations under his employment agreement, which is payable on the same schedule as our normal payroll cycle over such period.
    (b)Mr. Clarke’s 401(k) match reflects amounts received during calendar year 2014. In January 2015, per the terms of the 401(k) Plan, he received a “true-up match” of $5,350. The “true-up” match was made for all 401(k) Plan participants whose calendar-year match was limited as a result of reaching the 401(k) contribution limit ($17,500 in 2014). Beginning in 2015, the 401(k) Plan no longer provides a matching contribution.


    Table of Contents

    EMPLOYMENT AND RETENTION ARRANGEMENTSAGREEMENTS

    The material terms of employment and retention arrangementsagreements that Named Executive Officersnamed executive officers have with the Companyus are described below. The levels of salary, annual variable incentive compensationpay and long-term incentive compensation, as well as the material considerations that the Committee takeswe take into account in establishing target levels for each of these elements, are described in the Compensation“Compensation Discussion and Analysis.Analysis” beginning on page 21.

    Each Named Executive OfficerDuring 2014, each named executive officer except Ms. Roof hashad an individual employment arrangement with the Company as a result of the management agreements that were approved as part of the Company’s emergence from Chapter 11 proceedings.us.

    Antonio M. Perez
    Jeffery J. Clarke    Kodak

    We have employed Mr. Perez as President and Chief Operating OfficerClarke under a letteran employment agreement datedeffective March 3, 2003. This agreement was subsequently amended on February 27, 2007, December 9, 2008, April 29, 2009 and September 28, 2009. In addition, by letter dated May 10, 2005, the Board elected Mr. Perez as Chief Executive Officer, effective immediately, and Chairman of the Board, effective December 31, 2005. Upon the Company’s emergence from bankruptcy, this letter agreement, as amended, was terminated and all entitlements thereunder were settled in accordance12, 2014, with the unsecured claims processscheduled term ending March 12, 2017. Under this employment agreement, Mr. Clarke was eligible for the following in 2014:

    ●An annual base salary of $1 million;
    ●Participation in our EXCEL Plan, with an annual target opportunity of 100% of base salary and a maximum of 200% of target;
    ●A sign-on equity grant in the form of restricted stock units with a grant value of $3 million and stock options with a grant value of $1 million, all of which vest in one-third increments on the first, second and third anniversaries of the grant date;
    ●A housing and travel allowance of $5,000 (net of taxes) per month;
    ●Participation in all benefit plans, policies and arrangements that are provided to employees generally; and
    ●Certain severance benefits as described under “Individual Termination Arrangements” beginning on page 47.

    John N. McMullen

    We have employed Mr. McMullen under an employment agreement effective June 16, 2014 with no scheduled term ending date. Under this employment agreement, Mr. McMullen was eligible for the bankruptcy, consistent with the treatment of other general unsecured creditors.following in 2014:

    ●An annual base salary of $600,000;
    ●Participation in our EXCEL Plan, with an annual target opportunity of 75% of base salary and a maximum of 200% of target;
    ●A sign-on equity grant in the form of $1 million of restricted stock units, which vest in one-third increments on the first, second and third anniversaries of the grant date;
    ●A housing and travel allowance of $5,000 (net of taxes) per month;
    ●Participation in all benefit plans, policies and arrangements that are provided to employees generally; and
    ●Certain severance benefits as described under “Individual Termination Arrangements” beginning on page 47.

    The Company entered into a new letter agreement withBrad W. Kruchten

    We have employed Mr. PerezKruchten under an emergence employment agreement effective September 3, 2013, with a scheduled term ending date of September 3, 2016. Under this employment agreement, Mr. Kruchten was eligible for the following in 2014:

    ●An annual base salary of $465,000;
    ●Participation in our EXCEL Plan, with an annual target opportunity of 75% of base salary;
    ●A grant of restricted stock units and stock options having an aggregate grant date fair value of $840,002;
    ●Participation in all benefit plans, policies and arrangements that are provided to employees generally; and
    ●Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 47.

    Antonio M. Perez

    We employed Mr. Perez under an emergence employment agreement that was effective from September 3, 2013 through the end of its scheduled term on September 3, 2014. Under this letteremployment agreement, Mr. Perez was eligible for the following in 2013:2014:

    • An annual

      ●A base salary at an annual rate of $1,155,000 through his termination date;
      ●Participation in our EXCEL Plan, with an annual target opportunity of 155% of base salary;


      Table of $1.155 million;
      Contents

    • ●The vesting of the third tranche of his emergence grant of RSUs based on performance conditions established during 2014 (8,858 RSUs vested in 2015);
      ●A performance-based payment of $2 million, as described under “One-Time Special Incentive for Mr. Perez” on page 31;
      ●A payment of $1 million in each of the two years following termination from employment in consideration of a non-compete agreement by Mr. Perez, payable on the same schedule as our normal payroll cycle over such period;
      ●Participation in all benefit plans, policies and arrangements that are provided to employees generally, through his termination date; and
      ●Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 47.

      Participation in the Company’s EXCEL Plan;
      Douglas J. Edwards

    • An

      We employed Dr. Edwards under an emergence equity grant in the form of RSUs, which vest one-third on the grant date, on the anniversary of the grant date andupon achievement of performance metrics if and as certified by the Committee;

    • A performance based payment in an amount up to $2 million based upon the achievement of certain metrics to be completed bythe end of 2014;
    • A payment of $1 million in each of the two years following termination from employment in consideration of a non-competeagreement by Mr. Perez; and
    • All benefit plans, policies and arrangements that are provided to employees generally.

    Brad W. Kruchten
    The Company entered into a letter agreement with Mr. Kruchten effective September 3, 2013, recognizing his position as President, Graphics, Entertainment and Commercial Film. Thewith the scheduled term ending date of Mr. Kruchten’s agreement runs to September 3, 2016. Dr. Edwards terminated employment effective December 31, 2014. Under this letter agreement, Mr. Kruchten was eligible for the following in 2013:

    • An annual base salary of $465,000 (effective September 4, 2013);
    • Participation in the Company’s EXCEL Plan and annual long-term incentive program;
    • An emergence equity grant in the form of RSUs, which vest in one-third increments on the first, second and third anniversaries ofthe grant date;
    • All benefit plans, policies and arrangements that are provided to employees generally; and
    • Certain severance benefits as described in the section entitled Individual Severance Arrangements.

    Douglas J. Edwards
    The Company entered into a letter agreement with Dr. Edwards effective September 3, 2013, recognizing his position as President, Digital Printing and Enterprise. The scheduled term of Dr. Edward’s agreement runs to September 3, 2016. Under this letteremployment agreement, Dr. Edwards was eligible for the following in 2013:2014:

    • An annual base salary of $450,000 (effective September 4, 2013);
    • Participation in the Company’s EXCEL Plan and annual long-term incentive program;
    • An emergence equity grant in the form of RSUs, which vest in one-third increments on the first, second and third anniversaries ofthe grant date;
    • All benefit plans, policies and arrangements that are provided to employees generally; and
    • Certain severance benefits as described in the section entitled Individual Severance Arrangements.


    ●An annual base salary of $450,000;
    ●Participation in our EXCEL Plan, with an annual target opportunity of 75% of base salary;
    ●A grant of restricted stock units and stock options having an aggregate grant date fair value of $840,002;
    ●Participation in all benefit plans, policies and arrangements that are provided to employees generally; and
    ●Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 47.

    Patrick M. Sheller
    The Company entered into a letter agreement with

    We employed Mr. Sheller under an emergence employment agreement effective September 3, 2013, recognizing his position as General Counsel, Secretary, and Chief Administrative Officer. Thewith the scheduled term ending date of Mr. Sheller’s agreement runs to September 3, 2016. Mr. Sheller resigned his position effective January 6, 2015, and his employment with us ended on January 9, 2015. Under this letteremployment agreement, Mr. Sheller was eligible for the following in 2013:2014:

    • ●An annual base salary of $401,500;
      ●Participation in our EXCEL Plan, with an annual target opportunity of 65% of base salary;
      ●A grant of restricted stock units and stock options having an aggregate grant date fair value of $604,810;
      ●Participation in all benefit plans, policies and arrangements that are provided to employees generally; and
      ●Certain severance benefits, as described under “Individual Termination Arrangements” beginning on page 47.

      Mr. Sheller forfeited his unvested equity upon his termination of $401,500 (effective September 4, 2013);

    • Participation inemployment on January 9, 2015.

      For more information regarding our EXCEL award program, please see the Company’s EXCELdiscussion following “Annual Variable Pay: Executive Compensation for Excellence and annual long-term incentive program;

    • An emergence equity grant in the form of RSUs, which vest in one-third incrementsLeadership (EXCEL)” beginning on the first, secondpage 25; and third anniversaries ofthe grant date;
    • All benefit plans, policiesfor more information regarding our RSU and arrangements that are provided to employees generally; and
    • Certain severance benefits as described in the section entitled Individual Severance Arrangements.

    Laura G. Quatela
    The Company entered into a letter agreement with Ms. Quatela effective September 3, 2013, recognizing her position as President, Eastman Kodak Company. Under this letter agreement, Ms. Quatela was eligible for the following in 2013:stock option awards, please see “Long-Term Incentive Compensation” on page 30.

    • An annual base salary of $465,000;
    • Participation in the Company’s EXCEL Plan;
    • A special transition incentive plan; and
    • All benefit plans, policies and arrangements that are provided to employees generally.


    Table of Contents

    GRANTS OF PLAN-BASED AWARDS TABLE

    The compensation included in the following table isreflects our annual variable pay plan (EXCEL) and the equity granted under our 2013 Omnibus Long-Term Incentive Plan pursuant to the terms of the September 2013 employment agreements of our Named Executive Officers.during 2014.

    Estimated Future Payouts Under
    Non-Equity Incentive Plan
    Awards(1)
    AwardGrantTargetMax.All Other stockGrant Date Fair Value
    NameDescriptionDate($)($)(2)Awards or Units (#)of Stock Awards ($)(3)
    A.M. PerezEXCEL— $1,790,250 $5,000,000
    2013 RSU9/3/13 159,129$2,245,310
    Special  
    Incentive Award— 2,000,000(4)2,000,000
    R.A. Roof(5)NONEN/AN/AN/AN/AN/A
    B.W. KruchtenEXCEL—348,7501,758,500 
    2013 RSU9/3/13  27,702390,875
    D.J. EdwardsEXCEL—337,5001,764,000
    2013 RSU9/3/1327,262384,667
    P.M. ShellerEXCEL—260,9751,700,000 
    2013 RSU9/3/1321,232299,584
     
    L.G. QuatelaEXCEL—348,750
    Special
    Incentive Plan—813,750813,750——

    (1) The amounts shown for the "target" and "maximum" levels represent the possible payouts for 2013 under EXCEL. There is no "threshold" level for EXCEL as the potential payouts can range from zero to the maximum amount allowable under the plan based on performance.

    (2) The maximum amounts for EXCEL represent the maximum payout permitted under the EXCEL Plan in accordance with the formula established under the Plan. The maximum EXCEL payout for Covered Employees is the lesser of: (i) 10% of the corporate funding pool determined in accordance with performance against pre-established performance targets; (ii) 500% of a Covered Employee's annual base salary as of December 31, 2012; or (iii) $5 million. The maximum amount shown for EXCEL is the lesser of 500% of annual base salary or $5 million since the amount representing 10% of the corporate funding pool is not determinable as of the beginning of the year.

    (3)The amounts shown represent the grant date fair value of $14.11, which is based on the assumptions used at emergence from bankruptcy in determining the fair value of our common stock as disclosed in Note 3 to the Company’s audited financial statements for fiscal year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 19, 2014. The actual number of RSUs granted was based on an initial emergence stock price of $11.94 as determined as part of the Plan of Reorganization.

    (4) Under his management agreement, Mr. Perez is eligible for a special incentive award in an amount up to $2 million provided that he satisfies certain performance metrics as determined by the Committee.

    (5) Ms. Roof is not eligible for participation in the EXCEL Plan or any other plan-based awards.

    36

    Estimated Future Payouts Under Non-EquityAll OtherAll Other
    Incentive PlanStockOption
    Awards(1)Awards:Awards:Grant Date Fair
    Number ofNumber ofExercise orValue of Stock
    Shares ofSecuritiesBase Price ofand Option
    AwardGrantThresholdTargetMax.Stock orUnderlyingOptionAwards
    NameDescriptionDate($)($)($)(2)Units (#)Options (#)Awards ($/sh)($)
     EXCEL—N/A1,000,0005,000,000
    J.J. Clarke2014 RSU(3)3/12/14110,2953,000,024
     2014 NQSO(4)3/12/14114,94327.201,000,004
    J.N. McMullenEXCEL—N/A450,0003,000,000
    2014 RSU(3)6/16/1436,9831,000,020
    EXCEL—N/A348,7502,325,000
    B.W. Kruchten2014 RSU(3)9/3/1417,662420,002
    2014 NQSO(4)9/3/1453,23223.78420,000
    Former Executives
    A.M. PerezEXCEL—N/A1,790,2505,000,000
    R.A. Roof(5)NONEN/AN/AN/AN/AN/AN/AN/AN/A
    EXCEL—N/A337,5002,250,000
    D.J. Edwards2014 RSU(3)9/3/1417,662420,002
    2014 NQSO(4)9/3/1453,23223.78420,000
    EXCEL—N/A260,9752,007,500
    P.M. Sheller2014 RSU(3)9/3/1412,717302,410
    2014 NQSO(4)9/3/1438,32723.78302,400

    EXCEL: Definitions(1)The amounts shown for the "target" and "maximum" levels represent the possible payouts for 2014 under EXCEL. There is no "threshold" level for EXCEL as the potential payouts can range from zero to the maximum amount allowable under the plan based on performance. Amounts actually earned in 2014 are reported in the “Non-Equity Incentive Plan Compensation” column of Metricsthe Summary Compensation Table.
    (2)The maximum amounts for EXCEL represent the maximum payout permitted under the EXCEL Plan in accordance with the formula established under the Plan and the Administrative Guide for the 2014 Awards. The maximum EXCEL payout for Covered Employees is the lesser of: (i) 10% of the EXCEL aggregate award pool (without discretion) as of March 30, 2014; (ii) 500% of a Covered Employee’s annual base salary as of the end of the previous year; or (iii) $5 million. The maximum amount shown for EXCEL is the lesser of 500% of annual base salary or $5 million since the amount representing 10% of the EXCEL aggregate award pool is not determinable as of the grant date.
    (3)The restricted stock units on this line vest in substantially equal installments on the first, second and third anniversaries of the grant date.
    (4)The stock options on this line vest in substantially equal installments on the first, second and third anniversaries of the grant date.
    (5)Ms. Roof was not eligible for participation in the EXCEL Plan or any other plan-based awards.


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    EXCEL: Definitions of Metrics

    MetricDefinition

    AdjustedOperational EBITDA as defined
    by the applicable financing
    arrangement

    		For any period, Consolidated Net Income for such period,

    Total Segment Earnings (Loss) (or individual Segment Earnings (Loss)) plus without duplicationdepreciation and to theextent deducted in determining Consolidated Net Income, the sum of: (a) interest expense forsuch period, (b) income tax expense for such period, (c) depreciation expense for such period,(d) amortization expense, (includingand excluding the reallocation of costs previously allocated to discontinued businesses. Total Segment Earnings (Loss) represents our measure of segment earnings which excludes Restructuring costs, Reorganization items, net, the Corporate components of pension and OPEB expenses / income (as defined in our public filings with regard to segment earnings information) and other operating income (expense), net, which would be included in an unadjusted EBIT measure.

    Operational EBITDA before
    Corporate Costs

    Operational EBITDA plus Corporate SG&A and Corporate R&D as allocated to individual segment with respect to intangibles) for such period, (e) deferredfinancing fees (and any write-offs thereof) for such period, (f) (i) any extraordinary expenses orlosses during such period and (ii) any nonrecurring expenses or losses during such period notto exceed for purposes of sub-clause (ii) (x) the lesser of $3,000,000 and 2.00% of AdjustedEBITDA (without giving effect to this clause (f)) multipliedSegment Operational EBITDA before Corporate Cost.

    Revenue

    Revenue as defined by (y) a fraction equal to the numberof calendar months then elapsed (beginning with the month ended January 31, 2013) divided byeight (8), (g) any loss or expense from discontinued operations or discontinued business linesand loss or expense on disposal of discontinued operations or discontinued business linesduring such period, (h) any non-cash charges or expenses, including,U.S. GAAP excluding reductions in respect of (A) any pre-petition obligations, liabilities or claims or (B) asset write-offs or write-downs; provided,revenue that tothe extent any such non-cash charges represent an accrual or reserve for potential cash itemsin any future period, anywill not result in cash payment made in respect thereof in a future period shall besubtracted from Adjusted EBITDA for such future period to such extent, (i) pension, equityawards, other post-employment benefits expense during such period and any non-cashcompensation expense realized during such period from grants of stock appreciation rights orsimilar rights, stock options or other rights to directors, officers or employees, (j) any non-cashloss on foreign exchange during such period, (k) fees, costs and expenses (including (i) fees,costs and expenses related to legal, financial and other advisors, auditors and accountants, (ii)printer costs and expenses, (iii) SEC and other filing fees and (iv) underwriting, arrangement,syndication, backstop and placement premiums, discounts, fees, charges and expenses)incurred during such period in connection with the Cases, obtaining confirmation andeffectiveness of a Reorganization Plan, negotiation and funding of this Agreement and the otherLoad Document and, in each case, any transaction (including any financing or disposition) orlitigation related thereto, in each case, regardless of whether initially incurred by the Companyor paid by the Company to reimburse others for such fees, costs and expenses, (l) any non-cash loss relating to Hedge Agreements permitted under this Agreement (including any non-cash ASC 815 loss) during such period, (m) corporate restructuring charges (includingretention, severance, contract termination costs, plant closure or consolidation costs, employeerelocation and business optimization expenses) incurred during such period, and (n) any cashexpenses or losses funded during such period with payments from assets of the KodakRetirement Income Plan as in effect on the Petition Date. Minus, without duplication and to theextent included determining Consolidated Net Income: (i) interest income for such period, (ii)revenues from IP licensing transactions effected in connection with IP Settlement Agreementsduring such period, (iii) pension and other post-employment benefits income and credit duringsuch period, (iv) any non-cash gains on foreign exchange during such period, (v) anyextraordinary income or gains or non-recurring income during such period, (vi) any non-cashgain relating to Hedge Agreements permitted under this Agreement (including any non-cashASC 815 gain for such period, (vii) any income or gain from discontinued operations ordiscontinued business lines and any income or gain on disposal of discontinued operations ordiscontinued business lines in each case for such period, and (viii) any other non-cash income(other than the accrual of revenue in the ordinary course of business) for such period excludingany non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Adjusted EBITDA in any prior period.settlements.

    Performance GatesGate

    Compliance with financial covenants withincontained in the applicableexit financing arrangements, which included Minimum Consolidated Adjusted EBITDA of $171.5M (January through September2013 assuming no consummation of DI/PI sale transaction during the period), and Minimum USLiquidity of $100M as of the close of business on any day respectively.

    Adjusted EBITDA (as defined by the applicable financing arrangements) of $228.3M (85% of target ACP Adjusted EBITDA of $268.6M) for fiscal year 2013, as adjusted for the timing of the sale of DI/PI.arrangements.

    37




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    OUTSTANDING EQUITY AWARDS AT 20132014 FISCAL YEAR-END TABLE(1)

    The following table sets forth additional information concerning stockequity awards held by Named Executive Officersnamed executive officers as of December 31, 2013. Upon emergence from bankruptcy on September 3, 2013, all previously issued equity was expunged.2014.

    Option AwardsStock Awards
    Equity
    IncentiveEquity
    PlanIncentive Plan
    Awards:
    Number ofMarket or
    UnearnedPayout Value
    Market ValueShares,of Unearned
    Number ofNumber ofof Shares orUnits orShares, Units
    SecuritiesShares or UnitsUnits ofOtheror Other
    UnderlyingOptionof Stock HeldStock thatRights that
    Number of Shares or Units ofMarket Value of Shares or Units

    Unexercised

    Exercise

    		Optionthat Have NotHave Nothave Not
    Stock Held that Have Not Vested(2)of Stock that Have Not Vested(3)Options (#)PriceExpirationVested
    Name(#)($)

    Exercisable

    Unexercisable

    		($)Date(#)(2)($)(3)(#)($)
    J.J. Clarke0114,943(4)27.203/12/2021
    110,295(6)2,394,504
    J.N. McMullen—36,983(7)802,901
    B.W. Kruchten053,232(5)23.789/3/2021
     36,131(8)784,404
    Former ExecutivesFormer Executives
    A.M. Perez     106,086           $3,682,245      —53,043(9)1,151,564
    R.A. Roof N/A  N/A N/AN/A
    B.W. Kruchten 27,702  961,536 
    D.J. Edwards 27,262946,264 053,232(5)23.789/3/2021
    35,837(10)778,021
    P.M. Sheller21,232 736,963038,327(5)23.789/3/2021
    Former Executives
    L.G. Quatela——
    26,872(11)583,391

    (1)This table includes only those grants outstanding as of December 31, 2013.

    (2)This column represents outstanding grants of RSUs held by our Named Executive Officers. RSUs granted to Messrs. Kruchten and Sheller and Dr. Edwards as part of the emergence grant under their management agreements will vest in substantially equal installments on the first, second and third anniversaries of the grant date. RSUs granted to Mr. Perez under his management agreement vest in substantially equal installments on the grant date and the first anniversary thereof and upon the achievement of performance metrics defined by the Committee.

    (3)The market value of shares, units or other rights that have not vested was calculated using a stock price of $34.71, which was the closing price of the Company’s common stock as of December 31, 2013, the last trading day of the year.

    OPTION EXERCISES AND STOCK VESTED TABLE
    Option Awards(1)Stock Awards
    Number of Shares
    Acquired onValue RealizedNumber of SharesValue Realized
    ExerciseOn ExerciseAcquired on VestingOn Vesting(2)
      Name(#)($)(#)($)
      A.M. Perez0053,043$748,437
      R.A. RoofN/AN/AN/A N/A 
      B.W. Kruchten  00 0 0
      D.J. Edwards0000
      P.M. Sheller000  0
      Former Executives
      L.G. Quatela0000
    (1) This table includes only those grants outstanding as of December 31, 2014.
    (2)This column represents outstanding grants of restricted stock units.
    (3)The market value of shares, units or other rights that have not vested was calculated using a stock price of $21.71, which was the closing price of our common stock as of December 31, 2014, the last trading day of the year.
    (4)This option was granted on March 12, 2014 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.
    (5)This option was granted on September 3, 2014 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date. Mr. Sheller forfeited his unvested equity upon his termination of employment on January 9, 2015.
    (6)These restricted stock units were granted on March 12, 2014 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.
    (7)These restricted stock units were granted on June 16, 2014 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.
    (8)18,469 of these restricted stock units were granted on September 3, 2013 and will continue to vest in substantially equal installments on the second and third anniversaries of the grant date, and 17,662 of these restricted stock units were granted on September 3, 2014 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.
    (9)8,858 of these restricted stock units vested in 2015 upon the achievement of performance metrics defined by us, and the remaining restricted stock units were forfeited in 2015.

    (1) All outstanding stock options were expunged upon emergence from bankruptcy.

    (2) This column represents the value of restricted stock units that vested during 2013, based on the closing stock price on the vesting date.


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    (10) 

    18,175 of these restricted stock units were granted on September 3, 2013 and will continue to vest in substantially equal installments on the second and third anniversaries of the grant date, and 17,662 of these restricted stock units were granted on September 3, 2014 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date.

    (11)

    14,155 of these restricted stock units were granted on September 3, 2013 and will continue to vest in substantially equal installments on the second and third anniversaries of the grant date, and 12,717 of these restricted stock units were granted on September 3, 2014 and will vest in substantially equal installments on the first, second and third anniversaries of the grant date. Mr. Sheller forfeited his unvested equity awards upon his termination of employment on January 9, 2015.

    OPTION EXERCISES AND STOCK VESTED TABLE

    Option Awards(1)Stock Awards
    Number of Shares
    Acquired onValue RealizedNumber of SharesValue Realized
    ExerciseOn ExerciseAcquired on VestingOn Vesting(2)
    Name(#)($)(#)($)
    J.J. Clarke0000
    J.N. McMullenN/AN/A00
    B.W. Kruchten009,233219,561 
    Former Executives  
    A.M. PerezN/AN/A 53,043 1,261,363
    R.A. RoofN/AN/AN/AN/A
    D.J. Edwards009,087216,089
    P.M. Sheller007,077168,291

    (1) All outstanding stock options are still in their vesting period. N/A indicates no stock options outstanding for that named executive officer.
    (2)This column represents the value of restricted stock units that vested during 2014, based on the closing stock price on the vesting date.

    PENSION BENEFITS FOR 2013
    2014

    The Pension“Pension Benefits TableTable” below shows the present value as of December 31, 20132014 of the accumulated benefits payable to each of our Named Executive Officers,named executive officers, including the number of years of service credited to each Named Executive Officernamed executive officer under KRIP KURIP and when applicable, their supplemental individual retirement arrangements.KURIP. The methods and assumptions for calculating the present value of accumulated benefits generally follow those set forth in Accounting Standards CodificationFASB ASC Topic 715 under GAAP and are consistent with those used in our financial statements as described in Note 1716 to the Notes to theour Consolidated Financial Statements toin our Annual Report on Form 10-K filed March 19,for the year ended December 31, 2014. The assumptions used to calculate the present value of accumulated benefits for each Named Executive Officernamed executive officer are described below. Payment of benefits under KURIP and individual arrangements that accrued prior to the Chapter 11 filing were settled upon the Company’s emergence from bankruptcy by means of an equity distribution in the approximate amount of 6% (pre-tax) of the value of the benefit; post-petition benefits under KURIP and individual arrangements were frozen upon the Company’s emergence from bankruptcy on September 3, 2013.



    PENSION BENEFITS TABLE
    Release of Benefit Value
    Number of YearsPresent Value ofDuring
    of Credited ServiceAccumulated BenefitLast Fiscal Year
     NamePlan Name(#)($)($)
    KRIP10.75$127,305$0
    KURIP (pre-petition)8.8001,402,496
    KURIP (post-petition)1.62167,7680 
     A.M. Perez(1)Individual Arrangement (pre-petition)26.13016,170,882
    Individual Arrangement (post-petition)1.62831,2450
     R.A. RoofN/AN/AN/A  N/A
    KRIP 31.58 1,312,8050
     B. W. Kruchten(2)   KURIP (pre-petition)29.6301,584,030
    KURIP (post-petition)1.6266,074 0 
    KRIP 17.5887,287 0 
     D.J. Edwards(3)KURIP (pre-petition)15.630112,230
    KURIP (post-petition)1.62  10,159 0
    KRIP20.58704,234 0
     P.M. Sheller(4)KURIP (pre-petition)18.63  0137,974 
    KURIP (post-petition)1.62 73,251 0
    KRIP 15.00 173,373 0 
     L.G. Quatela(5)KURIP (pre-petition)13.05  0  89,188 
    KURIP (post-petition)1.6233,2040

    (1)Mr. Perez has been employed with the Company for 10.75 years as of December 31, 2013. Under his individual letter agreement dated March 3, 2003, as amended, he accumulated 27.75 years, representing a difference of 17 years of additional service. This agreement was terminated upon the Company’s emergence from bankruptcy and all entitlements thereunder settled, resulting in a release of $16,170,882 in benefit value for his pre-petition benefit and a frozen post-petition benefit of $831,245. The released value was converted to a general unsecured claim in the bankruptcy and satisfied by means of an equity distribution of approximately 6% of the released value. The post-petition value is payable to Mr. Perez as a lump sum upon his termination of employment with the Company. Due to the termination of KURIP upon the Company’s emergence, Mr. Perez’s pre-petition KURIP benefit was also settled resulting in a release of $1,402,496 in benefit value (which was satisfied through an equity distribution of approximately 6% of the released value), and his post-petition KURIP benefit of $167,768 is payable to him as a lump sum upon his termination of employment with the Company.

    (2) The present value of Mr. Kruchten’s accumulated benefit assumes he will remain in service until age 60 and that his benefit is payable as a lump sum. Due to the termination of KURIP upon the Company’s emergence, Mr. Kruchten’s pre-petition KURIP benefit was settled upon the Company’s emergence from bankruptcy resulting in a release of $1,584,030 in benefit value, which was converted to a general unsecured claim and satisfied by means of an equity distribution of approximately 6% of the released value. Mr. Kruchten’s post-petition KURIP benefit of $66,074 is payable to him as a lump sum upon his termination of employment with the Company.

    (3) Dr. Edwards has been employed with the Company for 17.58 years as of December 31, 2013 which includes 7.08 years of service credit earned since his re-employment by the Company on December 26, 2005. The present value of Dr. Edwards’ accumulated benefit assumes he will remain in service until the normal retirement age of 65 and that his benefit is payable as a lump sum. Due to the termination of KURIP upon the Company’s emergence, Dr. Edwards’ pre-petition KURIP benefit was settled resulting in a release of $112,230 in benefit value, which was converted to a general unsecured claim and satisfied by means of an equity distribution of approximately 6% of the released value. Dr. Edwards’ post-petition KURIP benefit of $10,159 is payable to him as a lump sum upon his termination of employment with the Company.

    3942


    (4) The present valueTable of Mr. Sheller’s accumulated benefit assumes he will remain in service until age 62 and that his KRIP benefit is payable as a single life annuity. Due to the termination of KURIP upon the Company’s emergence, Mr. Sheller’s pre-petition KURIP benefit was settled resulting in a release of $137,974 in benefit value, which was converted to a general unsecured claim and satisfied by means of an equity distribution of approximately 6% of the released value. Mr. Sheller’s post-petition KURIP benefit of $73,251 is payable to him as a lump sum upon his termination of employment with the Company.Contents

    (5) The present value of Ms. Quatela’s accumulated benefit as of December 31, 2013 is calculated using an estimated payment date of February 11, 2014, her last day of employment with the Company, and assumes that her benefit is payable as a lump sum.PENSION BENEFITS TABLEDue to the termination of KURIP upon the Company’s emergence, Ms. Quatela’s pre-petition KURIP benefit was settled resulting in a release of $89,188 in benefit value, which was converted to a general unsecured claim and satisfied by means of an equity distribution of approximately 6% of the released value. Ms. Quatela’s post-petition KURIP benefit of $33,204 is payable to her as a lump sum upon her termination of employment with the Company on February 11, 2014.

    Number of YearsPresent Value ofPayments During
    NamePlan Nameof Credited Service (#)Accumulated Benefit ($)Last Fiscal Year ($)
    J.J. Clarke(1)KRIP0.809,7650
    KURIP (post-petition)N/AN/AN/A
    J.N. McMullen(2)KRIP0.549,8690
    KURIP (post-petition)N/AN/AN/A
    B. W. Kruchten(3)KRIP32.58 1,655.9330
    KURIP (post-petition)1.6286,6920 
    Former Executives 
    A.M. Perez(4)KRIP11.50 140,8002,284
    KURIP (post-petition) 1.62167,768 0 
    R.A. RoofN/AN/AN/AN/A
    D.J. Edwards(5)KRIP18.5895,7050
    KURIP (post-petition)1.6217,2130
    P.M. Sheller(6)KRIP21.58931,9660
    KURIP (post-petition)1.62110,0350
    (1) Mr. Clarke had been employed with us for 0.80 years as of December 31, 2014. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP.
    (2)Mr. McMullen had been employed with us for 0.54 years as of December 31, 2014. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP.
    (3)The present value of Mr. Kruchten’s accumulated benefit assumes he will remain in service until age 60 and that his benefit is payable as a lump sum. Mr. Kruchten’s post-petition KURIP benefit of $86,692 is payable to him as a lump sum upon his termination of employment with us (less applicable withholding and subject to compliance with Code Section 409A). This amount was fixed following our emergence from bankruptcy.
    (4)Mr. Perez was employed with us for 11.5 years as of December 31, 2014. Mr. Perez commenced a 50% joint and survivor annuity under the KRIP that provides $761.24 per month. His post-petition KURIP benefit of $167,768 is payable to him as a lump sum on April, 1, 2015. This amount was fixed following our emergence from bankruptcy. Under his individual employment agreement dated March 3, 2003, as amended, he accumulated 27.75 years of service, representing a difference of 17 years of additional service. This agreement was terminated upon our emergence from bankruptcy and all entitlements thereunder settled, resulting in a release of $16,170,882 in benefit value for his pre-petition benefit and a frozen post-petition benefit of $831,245. The released value was converted to a general unsecured claim in the bankruptcy and satisfied by means of an equity distribution of approximately 6% of the released value.
    (5)Dr. Edwards had been employed with us for 18.58 years as of December 31, 2014, which includes 8.08 years of service credit earned since his re-employment by us on December 26, 2005. The present value of Dr. Edwards’ accumulated benefit assumes he will remain in service until the normal retirement age of 65 and that his benefit is payable as a lump sum. Dr. Edwards’ post-petition KURIP benefit of $17,213 is payable to him as a lump sum on July 1, 2015. This amount was fixed following our emergence from bankruptcy.
    (6)The present value of Mr. Sheller’s accumulated benefit assumes he will remain in service until age 62 and that his KRIP benefit is payable as a single life annuity. Mr. Sheller’s post-petition KURIP benefit of $110,035 is payable to him as a lump sum on August 1, 2015. This amount was fixed following our emergence from bankruptcy.

    Tax-Qualified Retirement Plan: Kodak Retirement Income Plan
    (KRIP)    The Company funds

    We fund a tax-qualified defined benefit pension plan known as the Kodak Retirement Income Plan (KRIP) for all U.S. employees. Effective January 1, 2000, the Companywe amended the planKRIP to include a cash balance component. KRIP’s cash balance component covers employees hired before March 1, 1999 who elected that coverage and all new employees hired on or after March 1, 1999, including Mr.Messrs. Clarke, McMullen and Perez and Dr. Edwards, and Ms. Quatela.Edwards. Messrs. Sheller and Kruchten participateparticipated in KRIP’s traditional defined benefit component. Ms. Roof is not eligible for KRIP benefits.

    Due to the Company’s emergence from bankruptcy and the result of KRIP’s certified funding percentage for 2013,On January 1, 2015, we froze all benefit paymentsaccruals in the formtraditional component of a lump sum became available beginning September 3, 2013.KRIP for all participants. Beginning on that date, all future accruals in KRIP will be made under the cash balance component for all employees in an amount equal to 7% of the

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    employee’s monthly pay, which was previously 4% for cash balance participants. Consequently, future accruals for Mr. Kruchten will be made under that plan.

    Cash Balance Component

    Under KRIP’s cash balance component, a hypothetical account is established for each participating employee and, for every month the employee works, the employee’s account is credited with an amount equal to 4%7% of the employee’s monthly pay (i.e., base salary and EXCEL awards, including allowances in lieu of salary for authorized periods of absence, such as illness, vacation or holidays). Prior to January 1, 2015, the cash balance component provided a credit of 4% of an employee’s monthly pay. In addition, the ongoing balance of the employee’s account earns interest at the 30-year Treasury bond rate. Employees vestBefore 2015, employees vested in their account balance after completing three years of service. Beginning on January 1, 2015, all active employees were immediately vested. Vested benefits under the cash balance component are payable upon normal retirement (age 65), termination or death. Participants in the cash balance component of the plan may choose from among various forms of benefits such as a lump sum, a joint and survivor annuity and a straight life annuity.

    Traditional Defined Benefit Component

    Under the traditional defined benefit component of KRIP, which was frozen as of January 1, 2015, benefits are based upon an employee’s average participating compensation (APC). The plan defines APC as one-third of the sum of the employee’s participating compensation for the highest consecutive 39 periods of earnings over the 10 years ending immediately prior to the earlier of December 31, 2014, retirement, or termination of employment. Participating compensation is base salary and any EXCEL award, including allowances in lieu of salary for authorized periods of absence, such as illness, vacation or holidays.

    For an employee with up to 35 years of accrued service, the annual normal retirement income benefit is calculated by multiplying the employee’s years of accrued service by the sum of: (a) 1.3% of APC, plus (b) 1.6% of APC in excess of the average Social Security wage base. For an employee with more than 35 years of accrued service, the amount is increased by 1% for each year in excess of 35 years.

    The retirement income benefit is not subject to any deductions for Social Security benefits or other offsets. Participants in the traditional defined benefit component of the plan may choose from among optional forms of benefits such as a straight life annuity, a qualified joint and 50% survivor annuity, other forms of annuity or a lump sum.

    An employee may be eligible for normal retirement, early retirement benefits, vested benefits or disability retirement benefits under the traditional defined benefit component depending on the employee’s age and total service when employment with the Companyus ends. An employee is entitled to normal retirement benefits at age 65. For early retirement benefits, an employee must have reached age 55 and have at least 10 years of service or have a combined age and total service equal to 75. Generally, the benefit is reduced if payment begins before age 65. Employees vestPrior to 2015, employees became vested in their accrued benefit after completing three years of service with the Company.us. Beginning January 1, 2015, vesting is immediate.

    Non-Qualified Retirement Plan: Kodak Unfunded Retirement Income Plan
    (KURIP)
    Each of our Named Executive Officersnamed executive officers except Ms. RoofMessrs. Clarke and McMullen was eligible to receive benefits under the Kodak Unfunded Retirement Income Plan (KURIP). KURIP was an unfunded non-contributory retirement plan. It providedplan designed to provide our employees with pension benefits wherethat (1) made up for the Internal Revenue Code’s limitations on allocations and benefits cannotthat may be paid under KRIP and matching contributions cannot be made to the Company’s SavingsSIP, and Investment Plan (SIP) (a 401(k) defined contribution plan), because of the limitation on the inclusion of earnings in excess of limits contained in Section 401(a)(17) of the Internal Revenue Code (for 2011, 2012 and 2013, $245,000, $250,000 and $255,000, respectively) and because(2) recognize deferred compensation that is ignored when calculating benefits under KRIP and SIP.

    40


    For Named Executive Officers participating in the cash balance component of KRIP, the annual benefit under KURIP was calculated by crediting an employee’s notional account with an amount equal to 7% of his or her compensation that is ignored under KRIP and SIP because it is either in excess of the Section 401(a)(17) compensation limit or deferred compensation. The ongoing balance of the executive’s account earns interest at the 30-year Treasury bond rate. Mr. Perez, Dr. Edwards, and Ms. Quatela were eligible for a benefit based on this calculation.

    For Named Executive Officers participating in the traditional defined benefit component of KRIP, the annual benefit is calculated by determining the amount of the retirement benefit to which the employee would otherwise be entitled under KRIP if deferred compensation were considered when calculating such benefit and the limits under Section 401(a)(17) of the Internal Revenue Code were ignored, less any benefits earned under KRIP. Messrs. Sheller and Kruchten were eligible for a benefit based on this calculation.

    Benefits due under KURIP were payable upon an employee’s termination of employment or death. Upon the Company’sour emergence from bankruptcy, KURIP was terminated and, as a result, each participant’s pre-petition benefit was settled in the form of an equity distribution, consistent with treatment for other similarly situated general unsecured creditors, and post-petition benefits were calculated using September 3, 2013 as the hypothetical last day of employment with the Company.us. The post-petition benefit is frozen and payable as a lump sum upon the participant’s termination of employment with the Company.

    Individual Supplemental Retirement Arrangements
    Mr. Perez is the only Named Executive Officer who had an individual supplemental retirement arrangement with the Company before the Company’s emergence from bankruptcy. This arrangement was terminated upon the Company’s emergence from bankruptcy.

    Under the terms of his former letter agreement dated March 3, 2003, as amended, Mr. Perez was eligible for a supplemental unfunded retirement benefit that allowed for treatment as if he were eligible for the traditional defined benefit component of KRIP and, with regard to his employment prior to December 1, 2010, for extra credited service of 17.25 years so that he is considered to have completed a total of 25 years of service with the Company as of that date. For employment on and after December 1, 2010, Mr. Perez received credit for his actual service at the rate of one month of service credit for each month of employment. Mr. Perez’s letter agreement provided that his supplemental retirement benefit would be offset by his cash balance benefit under KRIP and KURIP, and any Company matching contributions contributed to his account under SIP, with payment made in a lump sum after the six month waiting period required for compliance under Section 409A.

    Upon the Company’s emergence from bankruptcy, this letter agreement was terminated and benefits earned prior to the filing date were settled in the form of an equity distribution consistent with treatment for all other similarly situated general unsecured creditors, in an amount of approximately 6% (pre-tax) of the value of the benefits. Benefits earned after the filing date and prior to emergence were frozen and are payable as a lump sum upon Mr. Perez’s termination of employment with the Companyus (less applicable withholding and subject to compliance with Code Section 409A compliance)409A).

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2013
    ExecutiveRegistrantAggregateAggregate
    ContributionsContributionsEarnings inAggregateBalance at
    Accountin Lastin Lastin LastWithdrawals/Last Fiscal
    NameTypeFiscal YearFiscal YearFiscal YearDistributionsYear End
    A.M. PerezSalary Deferral$150,977(1)$0$7,171(2)$0$298,383
    R.A. RoofN/AN/AN/AN/AN/AN/A
    B.W. Kruchten——————
    P.M. Sheller——————
    D.J. Edwards——————
    Former Executives  
    L. G. QuatelaEDCP Plan00000

    (1) This amount represents a salary deferral of $150,977, which is also reported in the Summary Compensation Table for fiscal 2013.

    (2) This amount represents interest earned during fiscal 2013 including above-market interest of $7,171 for Mr. Perez for his salary deferral account. This was also reported in the Summary Compensation Table for fiscal year 2013.

    Executive Deferred Compensation Plan
    NON-QUALIFIED DEFERRED COMPENSATION FOR 2014    The Company formerly maintained the Eastman Kodak Company 1982 Executive Deferred Compensation Plan (EDCP). In 2009, the Committee froze the receipt of new monies into the plan, due to its low utilization and its administrative cost. Prior to 2009, the Committee had made annual decisions to freeze the receipt of new monies in both 2007 and 2008. The plan’s benefits were neither funded nor

    41

    ExecutiveRegistrantAggregateAggregate
    ContributionsContributionsEarnings inAggregateBalance at
    in Lastin Lastin LastWithdrawals/Last Fiscal
    AccountFiscal YearFiscal YearFiscal YearDistributionsYear End
    NameType($)($)($)($)($)
    Former Executive
    A.M. PerezSalary Deferral110,329(1)012,206(2)0420,918(3)

    (1) This amount represents a salary deferral of $110,329, which is also reported in the Summary Compensation Table for fiscal 2014.


    secured. Mr. Perez had an outstanding pre-bankruptcy EDCP account balanceTable of $1,270,688, and Ms. Quatela had an outstanding pre-bankruptcy EDCP account balance of $104,082. All accounts were frozen upon filing for Chapter 11 in 2012 and did not earn any interest. The plan was not assumed upon emergence from Chapter 11 and any outstanding account balances were settled as unsecured claims, consistent with treatment for all other similarly situated general unsecured creditors.Contents

    (2) This amount represents interest earned during fiscal 2014, including above-market interest of $12,206 for Mr. Perez for his salary deferral account. This amount was also reported in the Summary Compensation Table for 2014.
    (3)This amount includes $158,148 that was reported as compensation to Mr. Perez in the Summary Compensation Table for 2013.

    Salary and Bonus Deferral Program

    To preserve the full deductibility for federal income tax purposes of Mr. Perez’s base salary, he iswe required him to defer that portion of his base salary that exceedsexceeded $1 million. The amount deferred in each pay period bears interest at the same rate“prime rate” as described above for EDCP.reported in theWall Street Journal, compounded monthly. The deferred amounts and interest earned on these amounts are tracked through a notional account maintained by the Company.us. Amounts deferred arebetween the Chapter 11 filing date and our emergence from bankruptcy on September 3, 2013 plus interest on those amounts became payable only upon Mr. Perez’s retirement from the Company,termination of employment with us in the form of a lump sum.sum after the six month waiting period required for compliance under Code Section 409A. We paid those amounts in March 2015. The notional account iswas neither funded nor secured. Mr. Perez had an outstanding pre-bankruptcy salary deferral account balance of $678,162. This account was frozen upon filing for Chapter 11 in 2012 and did not earn any interest. The outstanding account balance was settled as an unsecured claim, consistent with treatment for all other similarly situated general unsecured creditors.

    POTENTIAL PAYMENTS UPON TERMINATION ANDOR CHANGE IN CONTROL ARRANGEMENTS

    The discussion below regarding the amounts payable to our Named Executive Officersnamed executive officers other than Mr. Perez upon certain employment terminations and a double trigger change in control reflects the amounts payable under the Company’sour outstanding arrangements as of December 31, 2013. The Company’s emergence from bankruptcy2014. For Mr. Perez, the discussion below reflects the actual amounts that became payable to him upon the expiration of this scheduled employment term on September 3, 2013 resulted in the termination of our change in control plans. The values set forth in the Severance Payments Table reflects the impact of these terminations; however, for the purposes of full disclosure, the discussion below covers all arrangements that would be payable to each Named Executive Officer upon a qualifying termination or change in control assuming the plans still existed.2014, when his employment ended.

    Potential Benefits upon Termination for Reasons other than Change in Control

    Each of our Named Executive Officersnamed executive officers except Ms. Roof is or was eligible to receive certain severance payments and benefits in connection with termination of employment under various circumstances. The potential severance benefits payable to our Named Executive Officersnamed executive officers in the event of termination of employment on December 31, 20132014 (for our named executive officers other than Mr. Perez and Ms. Roof) and on September 3, 2014 (for Mr. Perez), pursuant to any individual arrangementtheir employment agreements with the Companyus are described below. For Ms. Quatela, severance benefits equal to one week of base salary per year of service with the Company, with a minimum of three weeks and a maximum of 26 weeks, may be payable in accordance with the Company’s Termination Allowance Plan (TAP).

    Actual amounts paid or distributed to our Named Executive Officersnamed executive officers as a result of one of the separation events occurring in the future may be different thanfrom those described below due to the fact that many factors affect the amounts of any payments described under the various separation events. For example, factors that could affect the amounts payable include the executive’s base salary the Company’sand our stock price, and the executive’s age and service with the Company.price. At the time of separation of a Named Executive Officer, the Committeenamed executive officer, we may approve severance terms that vary from those provided in the Named Executive Officer'snamed executive officer’s pre-existing individual letteremployment agreement(s), if any, or in relevant employee benefit plans.

    In addition to benefits outlined in our Named Executive Officers’ individual severance arrangements, Named Executive Officersnamed executive officers’ employment agreements, named executive officers will be eligible to receive any benefits provided under the Company’sour benefit and compensation plans applicable to employees generally, such as distributions under SIP, outplacement services under TAP,our Termination Allowance Plan, frozen KURIP benefits, disability benefits and accrued vacation pay, in accordance with those plans and policies. Our Named Executive Officersnamed executive officers will also be eligible to receive any present value of accrued benefits as set forth in the Pension Benefits.“Pension Benefits for 2014” on page 42.

    Following termination of employment, each of our Named Executive Officersnamed executive officers except for Ms. Roof is subject to compliance with the post-termination restrictive covenants set forth in his or her Eastman Kodak Company Employee’s Agreement, in addition to any covenants under individual arrangements with the Company.us. These covenants generally prohibit our Named Executive Officersnamed executive officers from disclosing our proprietary or confidential information of the Company and from competing with the Companyus for a certain period after termination of their employment. AllThe respective employment agreements of our Named Executive OfficersMessrs. Clarke and McMullen provide that they are prohibited from soliciting any of our employees to leave employment with the Company,us, or soliciting any of our customers or suppliers to do business with any of our competitors, for 18 months after termination of his respective employment with us, and our other named executive officers are prohibited from soliciting any of our employees to leave employment with us, or soliciting any of our customers or suppliers to do business with any of our competitors, for one year after termination of their employment.employment with us. All of our Named Executive Officersnamed executive officers other than Mr. Perez are prohibited from engaging in any work for a competitor of the Companyus in the field in which they were employed by Kodakus for a period of not more than 18 months after termination. Mr. Perez is also subject to a two-year non-competenon-competition period after termination of his employment under his managementemployment agreement, in exchange for a payment from us of $1 million for each year, payable on the Company of $1M in each year.same schedule as our normal payroll cycle over such period.

    For any unvested or restricted equitystock unit awards, related restriction periods may lapse pursuant to the terms of the awards depending on the circumstances surrounding a Named Executive Officer’snamed executive officer’s termination of employment. The CommitteeWe may waive any restrictions or accelerate vesting if an executive’s termination is determined to be without “cause” or for “good reason.”

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    Table of Contents

    For purposes of these letter agreements, “cause” is defined as the Named Executive Officer’semployment agreements:

    ●

    “Cause” is generally defined as the named executive officer’s failure to perform or gross negligence in performing his duties, conviction of a crime, or a material breach of his employment agreement, our Business Conduct Guide or his Eastman Kodak Company Employee’s Agreement.

    ●

    “Good reason” is defined as an adverse change in the named executive officer’s title or responsibilities, a material breach of his agreement by us, or the failure of any successor to us to assume obligations under his employment agreement.

    Potential Benefits upon Termination following a Change in Control (Double Trigger)

    Our employment agreements with Messrs. Clarke and McMullen provide for payments if there is a termination of the individual within two years following a “change in control” (commonly referred to in combination as a “double trigger”).

    ●

    A “change in control” generally occurs upon (i) any person or group becoming the beneficial owner, directly or indirectly, of our securities representing 50% or more of the combined voting power to elect directors, (ii) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving us that requires the approval of our shareholders, (iii) a sale of all or substantially all of our assets (other than to an affiliate); or (iv) approval by our shareholders of a complete liquidation or dissolution of us.

    In the event of a crime, ortermination within two years following a material breach of his letter agreement, the Company’s Business Conduct Guide or his Employee Agreement. “Good reason” is defined as an adverse change in Named Executive Officer’s title or responsibilities,control, Messrs. Clarke and McMullen would be entitled to receive the same payments and benefits that they would receive upon a material breach of his agreement by the Company, or the failure of any successor to the Company to assume obligations under his agreement.

    Upon termination of employment without cause or for good reason or due to death, disability or retirement, the emergence equity awards granted to Messrs. Perez, Kruchtenreason. Please see “Potential Benefits upon Termination for Reasons other than Change in Control” beginning on page 45 and Sheller“Individual Termination Arrangements” beginning on page 47 for a description of those payments and Dr. Edwards will continue to vest and remain exercisable according to the termsbenefits.



    Table of the award, in each case without regard to any continued employment condition.

    Named Executive Officers will also be eligible to receive a pro rata EXCEL award, if earned, if their employment is terminated due to death, disability, retirement or an approved reason.Contents

    Individual Termination Arrangements
    The Company entered into individual management agreements with each Named Executive Officer other than Ms. Roof, effective September 3, 2013. Mr. Perez is entitled to certain termination benefits as set forth below. Ms. Quatela was eligible to receive severance benefits under her management agreement, calculated in accordance with the Company’s Termination Allowance Plan.

    Under their managementemployment agreements, Messrs. Clarke, McMullen, Kruchten and Sheller and Dr. Edwards are eligible to receive severance benefits payable in connection with termination without cause or with good reason, subject to:

    • ●

      Execution of a general release and covenant not to sue in favor of us;

      ●

      Compliance with a non-compete agreement after termination of employment; and

      ●

      The understanding that severance payments provided under the employment agreements are in lieu of those provided under our Termination Allowance Plan.

      Mr. Perez became eligible to receive certain benefits following the expiration of a general release and covenant not to sue in favor of the Company;

    • Compliance with a non-compete agreement after termination of employment; and
    • The understanding that severance payments provided under the management agreements are in lieu of those provided under theCompany’s Termination Allowance Plan.
    his scheduled employment term, as set forth below.

    Antonio M. Perez
    Jeffrey J. Clarke

    Under the terms of his letteremployment agreement datedeffective March 3, 2003,12, 2014, Mr. Perez wasClarke will be eligible to receivefor certain severance benefits in the event his employment is terminated under various circumstances.on or before March 12, 2017. The amount and nature of the severance benefits he would be eligible to receive varied depending on the circumstances surrounding his termination. Upon the Company’s emergence from bankruptcy, this letter agreement, as amended, was terminated.

    Under the terms of his letter agreement effective September 3, 2013, Mr. Perez will be provided certain benefits in the event his employment is terminated on or before September 3, 2014. The amount and nature of the benefits he would be eligible to receive vary depending on the circumstances surrounding his termination and areas described below. In addition, beginning as of the end of the scheduled term of his management agreement (September 3, 2014), in consideration for his compliance with the non-compete obligations in his agreement, Mr. Perez will receive a payment of $1 million in each of the two years following the end of his scheduled term.below:

    Termination by the CompanyUs without Cause or by Mr. Perezthe Named Executive Officer with Good Reason.If the employment of Mr. Perez’s employmentClarke is terminated by the Companyus without cause or by him with good reason provided that he executes(including an involuntary termination within two years following a release of any and all claims that he may have against the Company,change in control), he is eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

    • An amount equal to his base salary from his last day of employment to September 3, 2014 (the end of the scheduledemployment term under his letter agreement);
    • A bonus award under EXCEL in respect of the fiscal year in which termination occurs, based on actual achievement of theapplicable performance targets;
    • Any earned, but unpaid, EXCEL award for the prior performance year; and
    • Immediate vesting of the unvested portion of his emergence equity grant.
    ●

    An amount equal to his base salary for the year his termination notice is given multiplied by 2;

    ●

    Continued vesting of his equity grant(s) in accordance with the terms of such award(s) without regard to any continued employment condition; and

    ●

    Annual incentive eligibility consisting of EXCEL as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

    Termination by the CompanyUs for Cause or by Mr. Perezthe Named Executive Officer without Good Reason.If the employment of Mr. Perez’s employmentClarke is terminated by the Companyus for cause or by him without good reason, he is not eligible to receive any severance benefits, other than, in the case of termination without good reason,and he remains eligible for continued vesting and/or payment of his emergence equity grant andforfeits any otherunvested equity-based compensation awarded by the Company (less applicable withholding and subject to Section 409A compliance), provided that he executes a release of any and all claims that he may have against the Companycompensation..

    Termination for Disability or Death.In the event the employment of Mr. Perez’s employmentClarke is terminated due to his disability or death, he or his estate, as applicable, will be eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

    • Any earned, but unpaid, continued vesting of any awards granted under our 2013 Omnibus Incentive Plan in accordance with the terms of such awards and a pro rata EXCEL award, if earned, as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

      Change in Control. No payments are made in connection with a change in control unless the change in control is followed by an involuntary termination within two years following the change in control, in which case Mr. Clarke then would be eligible to receive the severance benefits described above for a “Termination by Us without Cause or by the prior performance year; and
      Named Executive Officer with Good Reason.”

    • Continued vesting of his emergence equity grant, provided that he (or his estate) executes a release of any and all claims that hemay have against the Company.


    End of Scheduled Term.At the end of the scheduled term of his managementemployment agreement, Mr. PerezClarke will be eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

    • ●

      Any earned, but unpaid, EXCEL award for the prior performance year;

      ●

      A bonus award under EXCEL in respect of the fiscal year in which the end of the scheduled term occurs, based on actual achievement of performance targets and applicable Administrative Guide or Award Notice, which amount shall not be prorated; and

      ●

      Continued vesting of any awards granted under our 2013 Omnibus Incentive Plan in accordance with the terms of such awards.



      Table of Contents

      John N. McMullen

      Under the terms of his employment agreement effective June 16, 2014, Mr. McMullen will be eligible for certain severance benefits in the event his employment is terminated. The amount and nature of the severance benefits he would be eligible to receive vary depending on the circumstances surrounding termination as described below:

      Termination by Us without Cause or by the Named Executive Officer with Good Reason.If the employment of Mr. McMullen is terminated by us without cause or by him with good reason (including an involuntary termination within two years following a change in control), he is eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

      ●

      An amount equal to his base salary for the year his termination notice is given;

      ●

      Continued vesting of his equity grant(s) in accordance with the terms of such award(s) without regard to any continued employment condition; and

      ●

      Annual incentive eligibility consisting of EXCEL as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

      Termination by Us for Cause or by the Named Executive Officer without Good Reason.If the employment of Mr. McMullen is terminated by us for cause or by him without good reason, he is not eligible to receive any severance benefits, and he forfeits any unvested equity-based compensation.

      Termination for Disability or Death.In the event the employment of Mr. McMullen is terminated due to his disability or death, he or his estate, as applicable, will be eligible to receive (less applicable withholding and subject to Code Section 409A compliance) continued vesting of any awards granted under our 2013 Omnibus Incentive Plan in accordance with the terms of such awards and a pro rata EXCEL award, forif earned, as governed by the prior performance year;

    • A bonus award under EXCEL in respectterms of the fiscal yearEXCEL Plan and applicable Administrative Guide or Award Notice.

      Change in Control. No payments are made in connection with a change in control unless the change in control is followed by an involuntary termination within two years following the change in control, in which case Mr. McMullen then would be eligible to receive the end ofseverance benefits described above for a “Termination by Us without Cause or by the scheduled term occurs, based on actualNamed Executive Officer with Good Reason.”achievement of performance targets, which amount shall not be prorated; and

    • Continued vesting of his emergence equity grant, provided that he executes a release of any and all claims that he may haveagainst the Company.

    Brad W. Kruchten, Douglas J. Edwards and Patrick M. Sheller

    Under the terms of their respective managementemployment agreements, effective September 3, 2013, Messrs. Kruchten and Sheller and Dr. Edwards will be providedeligible for certain severance benefits in the event their employment is terminated on or before September 3, 2016. The amount and nature of the severance benefits each would be eligible to receive vary depending on the circumstances surrounding termination as described below:

    Termination by the CompanyUs without Cause or by the Named Executive Officer with Good Reason.If employment of an aforementioned Named Executive Officernamed executive officer is terminated by the Companyus without cause or by him with good reason, he is eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

    • An amount equal to his Total Target Cash compensation for the year his termination notice is given multiplied by 1.5;
    • Continued vesting of his emergence equity grant without regard to any continued employment condition; and
    • Annual Incentive eligibility consisting of EXCEL and long-term incentive compensation as governed by the terms of the EXCELplan, the 2013 Omnibus Long-Term Incentive Compensation Plan and any applicable Administrative Guide or Award Notice.
    ●

    An amount equal to his Total Target Cash Compensation (base salary plus EXCEL target award) for the year his termination notice is given multiplied by 1.5; 

    ●

    Continued vesting of his equity grants in accordance with the terms of such awards without regard to any continued employment condition; and 

    ●

    Annual Incentive eligibility consisting of EXCEL as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

    Termination by the CompanyUs for Cause or by the Named Executive Officer without Good Reason.If the employment of an aforementioned Named Executive Officernamed executive officer is terminated by the Companyus for cause or by him without good reason, he is not eligible to receive any severance benefits other than, in the case of termination without good reason,and he remains eligible for continued vesting and/or payment of his emergence equity grant andforfeits any otherunvested equity-based compensation awarded by the Company or any affiliate, in accordance with the terms of such awards.compensation.

    Termination for Disability or Death.In the event the employment of an aforementioned Named Executive Officernamed executive officer is terminated due to his disability or death, he or his estate, as applicable, will be eligible to receive (less applicable withholding and subject to Code Section 409A compliance) continued vesting of his emergence equity grant.awards in accordance with the terms of such awards and a pro rata EXCEL award, if earned, as governed by the terms of the EXCEL Plan and applicable Administrative Guide or Award Notice.

    Dr. Edwards terminated employment effective December 31, 2014 and is entitled to: severance in the amount of $1,181,250 (less applicable withholding and subject to Code Section 409A compliance) payable in 2015 and continued vesting of his equity grants in accordance with the terms of such awards.



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    Mr. Sheller terminated his employment on January 9, 2015, and was not eligible for severance, and he forfeited his unvested equity awards upon his termination of employment.

    Antonio M. Perez

    Mr. Perez terminated employment upon the end of his scheduled employment term on September 3, 2014. Under the terms of his employment agreement, he then became eligible to receive (less applicable withholding and subject to Code Section 409A compliance):

    ●

    His earned, but unpaid, EXCEL award for 2013;

    ●

    A bonus award under EXCEL in respect of 2014, based on actual achievement of performance targets, which amount shall not be prorated; and 

    ●

    Continued vesting of his emergence equity award in accordance with the terms of such award.

    Additionally, beginning as of the end of the scheduled term of his employment agreement (September 3, 2014), in consideration for his compliance with the non-compete obligations in his employment agreement, Mr. Perez will receive a payment of $1 million for each of the two years following the end of his scheduled term payable on the same schedule as our normal payroll cycle.

    Under his employment agreement, until September 3, 2016, at our request, Mr. Perez will provide up to 10 hours (or such greater amount mutually agreed upon) of consulting services to us per month at mutually agreed-upon times, terms and locations.

    Payment of Nonqualified Deferred Compensation upon Termination

    Upon termination of employment for any reason, Messrs. Kruchten and Sheller and Dr. Edwards are eligible to receive their benefits under KURIP in a lump sum (less applicable withholding and subject to compliance with Code Section 409A). When Mr. Perez terminated employment upon the end of his scheduled term, he became eligible to receive his benefits under KURIP and his salary deferral account for Code Section 162(m) deductibility. Please see the “Pension Benefits Table” on page 43, the “Non-qualified Deferred Compensation for 2014” table on page 44, and the related discussions following such tables for more information.

    Potential Benefits Uponupon Change in Control

    Executive Protection Plan
    The Company previously maintained an Executive Protection Plan to provide severance pay and continuation of certain welfare benefits for executives, includingUnder our Named Executive Officers other than Ms. Roof, in the event of a change in control. Upon the Company’s emergence from bankruptcy on September 3, 2013, this plan was terminated. Under the plan, no amendment adversely impacting the rights of covered executives will be effective if a change in control occurs during the 12-month period following the amendment. However, the letter agreements between the Company and each Named Executive Officer (other than Ms. Roof) effective September 3, 2013 provide that the Named Executive Officer releases his or her claims under the Executive Protection Plan, and each Named Executive Officer expressly agreed that he or she is not entitled to any benefits or payments under the plan.

    Other Compensation Programs
    The 2013 EXCEL Plan contains no provisions for change in control. The Committee agreed to remove the change in control provision effective January 1, 2013, based on the terms of the plan that protect participants in the event of a layoff regardless of whether there has been a change in control.

    Under the Company’s 2013 Omnibus Long-Term CompensationIncentive Plan, upon a change in control, the Committeewe may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards. The events constituting a change in control under our 2013 Omnibus Incentive Plan include the change in control events described above for the employment agreements with Messrs. Clarke and McMullen, and also include a change in the composition of the Board such that within a period of 24 consecutive months, individuals who were either directors at the beginning of such 24-month period or were elected or nominated by at least two-thirds of such directors cease for any reason to constitute at least a majority of the Board.



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    44


    SEVERANCE PAYMENTS TABLE

    The table below estimates the incremental amounts payable upon a termination of employment by the Companyus under various circumstances as if the Named Executive Officer’snamed executive officer’s last date of employment was December 31, 2013,2014 (other than for Mr. Perez), using the closing price of our common stock as of December 31, 2013,2014, which was $34.71,$21.71, and including all outstanding grants through the assumed last date of employment of December 31, 2013.

    TerminationTermination 
    Without CauseTerminationBased on 
         or With Good          Without Good          Disability or 
    ReasonReasonDeath 
     A.M. Perez
         Cash Severance(1)———
         Restricted Stock/RSUs(2)        $3,682,245    $3,682,245$3,682,245     
         EXCEL(3)2,012,24102,012,241 
         Benefits/Perquisites(4)———
              Total$5,694,486$3,682,245$5,694,486
     R.A. RoofN/AN/AN/A
     B.W. Kruchten
         Cash Severance(1)$1,220,62500
         Restricted Stock/RSUs(2)961,536$961,536$961,536
         EXCEL(3)391,9950391,995
         Benefits/Perquisites(4)4,50000
              Total$2,578,656$961,536$1,353,531
     D.J. Edwards 
         Cash Severance(1)$1,181,25000
         Restricted Stock/RSUs(2)946,264$946,264$946,264
         EXCEL(3)379,3500 379,350
         Benefits/Perquisites(4)4,50000
              Total$2,511,364$946,264$1,325,614
     P.M. Sheller
         Cash Severance(1)$993,71300
         Restricted Stock/RSUs(2)736,963$736,963$736,963
         EXCEL(3)293,3360293,336
         Benefits/Perquisites(4)4,50000
              Total$2,028,512$736,963$1,030,299
     L.G. Quatela
         Cash Severance(1)$133,66700
         Restricted Stock/RSUs(2)———
         EXCEL(3)391,9950$391,995
         Benefits/Perquisites(4)4,50000
              Total$530,1620$391,995
    2014. For Mr. Perez, the table below reflects the actual amounts that became payable to him when his employment terminated upon the expiration of his scheduled employment term on September 3, 2014.

    Termination WithoutTermination For Cause
    Cause or With GoodorTermination Based on
    Reason(1)Without Good ReasonDisability or Death
    ($)($)($)
    J.J. Clarke
         Cash Severance(2)2,000,00000 
         Restricted Stock/RSUs(3)(4)2,394,50402,394,504
         EXCEL(5)000
         Benefits/Perquisites(6)4,5000 0
              Total4,399,00402,394,504 
    J.N. McMullen
         Cash Severance(2)600,000 00 
         Restricted Stock/RSUs(3)(4)802,9010802,901
         EXCEL(5)00 0
         Benefits/Perquisites(6)4,50000
              Total1,407,401 0802,901
    B.W. Kruchten
         Cash Severance(2) 1,220,62500
         Restricted Stock/RSUs(3)(4)784,4040784,404
         EXCEL(5)85,444085,444
         KURIP86,69286,69286,692
         Benefits/Perquisites(6)4,50000
              Total2,181,66586,692956,540



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    Termination ForTerminationTermination
    Termination WithoutCause orBased onUpon End
    Cause or With GoodWithout GoodDisability orof Scheduled
    Former ExecutivesReason ($)(1)Reason ($)Death ($)Term ($)
    A.M. Perez                                                                 
    Cash Severance(2)N/A N/AN/A  0
    Payment forN/AN/A N/A2,000,000 
    Noncompete/Consulting 
    Restricted Stock/RSUs(3) N/AN/AN/A1,151,564
    EXCEL(5)N/AN/AN/A804,896
    KURIPN/AN/AN/A 167,768
    Salary Deferral N/A N/A N/A420,918
    Benefits/Perquisites(6)N/A N/A N/A0
              TotalN/AN/AN/A 4,545,146
    R.A. RoofN/AN/AN/AN/A
    D.J. Edwards   
    Cash Severance(2)1,181,2500 0 N/A
    Restricted Stock/RSUs(3)(4)778,021 0778,021N/A
    EXCEL(5)000N/A
    KURIP17,21317,21317,213N/A
    Benefits/Perquisites(6)4,50000N/A
              Total1,980,98417,213795,234N/A
    P.M. Sheller 
    Cash Severance(2) 993,71300N/A
    Restricted Stock/RSUs(3)583,3910583,391N/A
    EXCEL(5)000N/A
    KURIP110,035110,035110,035N/A
    Benefits/Perquisites(6)4,50000N/A
              Total1,691,639110,035693,426N/A

    (1)

    		For Messrs. Clarke and McMullen, “good reason” includes an involuntary termination within two years following a change in control.
    (2)The cash severance amounts disclosed above were calculated using base salary for Ms. QuatelaMessrs. Clarke and McMullen and target total cash compensation (base salary plus EXCEL target award) for the other Named Executive Officers. For Ms. Quatela,NEOs. Cash severance was calculated in accordance with the Company’s Termination Allowance Plan. Her severance equationfor Mr. Clarke is equal to 14 weeks of her2 times base salary; however, her last day of employment with the Company was February 11, 2014 so her finalsalary. Cash severance payment will be $133,667.25 based on 15 weeks offor Mr. McMullen is equal to base salary. Cash severance for Messrs. Sheller and Kruchten and Dr. Edwards is equal to 1.5 times their respective target total cash compensation. All severance cash amounts are based on salary or total target cash compensation in the year that the termination notice was given, pursuantgiven. Mr. Sheller was not eligible to receive severance following the termstermination of their September 3, 2013 management agreements.

    his employment on January 9, 2015.

    (2)(3)

    		The RSU award forto Mr. Perez will vest immediately in the case of a termination without cause or with good reason. For the other leaving reasons, the RSUs will continuecontinues to vest under the vesting schedule associated with the grants.grant following the end of his scheduled employment term. The RSU awardawards to Messrs. Clarke, McMullen, Kruchten and Sheller and Dr. Edwards hashave a continued vesting provision for all leaving reasons except that, in the case of a termination With Cause,with cause or without good reason. Mr. Sheller forfeited his unvested equity awards upon the termination of his employment on January 9, 2015.
    (4)As described under “Potential Benefits upon Change in Control” beginning on page 49 we may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards. If that discretion were exercised for the unvested equity awards held by our NEOs upon a change in control, the estimated value of their RSU grant is still available to them underthat accelerated vesting based on the plan vesting schedule.

    closing price of our common stock on December 31, 2014 for our NEOs would be $2,394,504 for Mr. Clarke, $802,901 for Mr. McMullen, $784,404 for Mr. Kruchten and $778,021 for Dr. Edwards. Mr. Sheller forfeited his unvested equity awards upon his termination of employment on January 9, 2015.


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    (3)(5)

    		EXCEL awards for the 20132014 performance period will be paid in 20142015 for any Named Executive OfficerNEO who leaves us without cause, for good reason, or death and disability. For Mr. Perez, this amount represents the Company Without Cause, For Good Reason, or Death and Disability.

    second payment of his 2013 EXCEL that was paid in December 2014.

    (4)(6)

    		In the event of termination Without Cause,without cause, each Named Executive OfficerNEO is eligible to receive outplacement services valued at $4,500 provided in accordance with the Company’sour Termination Allowance Plan. In the event of termination due to disability, each Named Executive OfficerNEO is eligible to receive benefits under the Company’sour long-term disability plan. In the event of termination due to death, each Named Executive OfficerNEO is eligible to receive $50,000 in term life insurance provided under the Company’sour employee life insurance plan.



    DIRECTOR COMPENSATION

    Introduction

    Historically, our directors have been compensated through a combination of cash retainers and equity. The Company doesWe do not pay managementemployee directors for Board service in addition to their regular employee compensation.

    The Bankruptcy Court authorized the Company to continue to make cash payments to directors as compensation for their services. Upon the bankruptcy filing in 2012 and continuing until election of the new Board at emergence from bankruptcy, the portion of the directors’ total compensation that historically had been delivered in equity was instead delivered in the form of cash, but reduced by 20%, as authorized by the Bankruptcy Court. In addition, pursuant to the Company’s Plan of Reorganization, all compensation for our non-employee directors accelerated upon retirement, death or an approved reason, which is defined as a reason for terminating Board membership which is in the best interest of the Company.

    2013 Director Compensation Table: Board of Directors Prior to September 2013
    In 2013, we provided the following compensation to the non-employee directors who served on the Board prior to emergence from Chapter 11 proceedings in September 2013:
    Non-qualified
    EarnedDeferred
    Fees Earned orEquityCompensation
        Paid In Cash        Compensation        Earnings        Total    
     Name($)(1)Paid in Cash(2)($)(3)($)
     Richard S. Braddock$170,000 $112,000 $0 $282,000
     James V. Continenza(4)35,0000035,000
     Timothy M. Donahue70,000112,0000 182,000
     Michael J. Hawley70,000 112,0000182,000
     William H. Hernandez 80,000112,000 0192,000 
     Douglas R. Lebda70,000112,000 0182,000
     Kyle P. Legg70,000112,0000 182,000
     Delano E. Lewis70,000112,0000182,000
     William G. Parrett(4)67,500112,0000179,500
     Joel Seligman70,000112,0000182,000
     Dennis F. Strigl70,000112,0000182,000
    (1)This column reports the Director, Chair and Presiding Director Cash Retainers earned in 2013. The Retainers were paid on a quarterly basis, with one-quarter of the total payments made in January, April, July and September.
    (2)This portion of director compensation was paid in cash at a 20% reduction.
    (3)No above-market interest was earned under the prior Directors’ Deferred Compensation Plan in 2013. This prior plan was terminated as part of the bankruptcy proceedings, and the new Board adopted a Directors’ Deferred Compensation Plan in December 2013.
    (4)Mr. Continenza joined the Board on April 1, 2013. The Retainer amounts shown for Messrs. Continenza and Parrett reflect the amounts earned for service on the prior Board only (prior to September 2013). Because Mr. Continenza joined the Board after the annual grant of equity that was part of the former Board’s compensation, he did not receive that sum (which was converted to a cash payment as discussed above).


    Director Compensation: Effective September 2013
    With the implementation of the new Board upon the Company’sour emergence from Chapter 11 proceedings, the Board, through the Executive Compensation Committee, conducted an analysis to determine an appropriate annual compensation structure and amount for the directors. The analysis included reference to board compensation at public companies of a size similar to Kodak,us, while considering the complex issues facing the Kodakour Board following Kodak’sour emergence from bankruptcy and itsour growth as a technology company. The Board also considered that the compensation structure should differ for those directors affiliated with our significant shareholders of the Company.(Messrs. New and Smith) because they do not receive equity awards. Based upon these considerations, the Board and Chair Retainers that the Board adopted effective September 2013 remained unchanged for 2014. At the end of 2013, we granted restricted stock units to our non-employee directors for their service during 2013 and 2014. No additional equity awards were granted to our non-employee directors during 2014.

    In the first quarter of 2014, we made additional cash payments to our non-employee Directors to align their 2013 cash compensation to the December 2013 approved levels. Please see footnote 1 to the “2014 Director Compensation Table” on page 53 for the amount of these payments.

    The following was our compensation structure effective September 2013:

         Board Retainer(1)         Chair Retainer         Restricted Stock Units(2)    
     Chairman$100,000 $20,00010,869 
     Director (not associated with

    100,000

    		—6,957
     significant shareholder)
     Director (associated with180,000—0
     significant shareholder)
     Audit and Finance Committee    — 20,000—
     Chair 
     Corporate Governance and—20,000—
     Nominating Committee Chair
     Executive Compensation—20,000—
     Committee Chair
    for our non-employee directors during 2014:

    Board Retainer ($)(1)Chair Retainer ($)(2)
    Chairman100,00020,000
    Director (not associated with significant shareholder)100,000—
    Director (associated with significant shareholder)(3)180,000—
    Audit and Finance Committee Chair—20,000
    Corporate Governance and Nominating Committee Chair—20,000
    Executive Compensation Committee Chair—20,000

    (1)All retainer payments are made in equal quarterly installments in January, April, July and October.
    (2)The RSUs vestMessrs. Continenza, New, Parrett and Smith received a Chair Retainer in approximately equal amounts on January 1, 2015, January 1, 2016,2014.
    (3)This retainer fee amount applies to Messrs. New and January 1, 2017, subject to continued Board service.Smith.


    2013Table of Contents

    2014 Director Compensation Table: Board of Directors Effective September 2013
    Table

    Based upon the compensation structure adopted following emergence from Chapter 11, the new Board of DirectorsOur non-employee directors received the following compensation in 2013:2014:

    Chairman/Committee
         Board Retainer         Chair Retainer         Total Cash         Restricted Stock    
     Name($)(1)($)($)Units (RSUs)(2)
     Mark S. Burgess$25,000 —    $25,000 7,827(3)
     James V. Continenza 25,000$5,000 30,000 10,869 
     Matthew A. Doheny25,000 —     25,0006,957
     John A. Janitz25,000—    25,0006,957
     George Karfunkel25,000—    25,0006,957
     Jason New45,0000(4)45,0000
     William G. Parrett25,0005,00030,0006,957
     Derek Smith45,0005,00050,0000

    Fees Earned or
      NamePaid in Cash ($)(1)Stock Awards ($)(2)Total ($)
      Mark S. Burgess107,5000107,500
      James V. Continenza132,5000132,500
      Matthew A. Doheny125,000 0125,000
      John A. Janitz 107,500 0107,500
      George Karfunkel107,5000107,500
      Jason New227,5000227,500
      William G. Parrett239,500(3)0239,500
      Derek Smith230,0000230,000

    (1)TheIn the first quarter of 2014, we made additional cash payments to our non-employee Directors to align their 2013 cash compensation to the December 2013 approved levels. Messrs. Burgess, Janitz, Karfunkel and Parrett received an additional $7,500 in satisfaction of their Board Retainers. Mr. Continenza received an additional $7,500 for his Board Retainer the Chairmanand $5,000 for his Chair Retainer. Mr. Doheny received an additional $7,500 for his Board Retainer and the$17,500 to cover his fourth quarter 2013 service. Messrs. New and Smith received an additional $27,500 to cover their Board Retainers and Mr. Smith received $2,500 as a Committee Chair Retainer are paid on a quarterly basis, with one-quarter of the total payments made in January, April, July and October. The directors received the first of these payments in December 2013 for their service from September 2013 - December 2013.Chair.
    (2)The RSUs were granted on December 31, 2013 and vest one-third on January 1, 2015, January 1, 2016 and January 1, 2017, subjectWe did not grant any stock awards to continued Board service.our non-management Directors in 2014.
    (3)We made an additional payment of $112,000 to Mr. Burgess received an incremental one-time award of RSUsParrett in recognition of additional time and expertise spent in advisingMarch 2014 to compensate him for prior service on the Company’s business segments and on operational issues.
    (4)Mr. New is the Chair of the Corporate Governance and Nominating Committee. This Committee did not meet in 2013; therefore, no Committee Chair Retainer was paid to him.Board.


    The following table reports the outstanding stock awards and stock option awards held by each of the non-employee directors at the end of fiscal year 2013:2014:

    Aggregate Stock Awards Outstanding at Fiscal Year End
     Name     Unvested (RSUs)    Vested 
     Mark S. Burgess7,827 0 
     James V. Continenza10,869 0
     Matthew A. Doheny6,957 0 
     John A. Janitz6,9570
     George Karfunkel6,9570
     Jason New00
     William G. Parrett6,9570
     Derek Smith00

    The following table reports the outstandingAggregate Stock and Option awards held by each of the non-employee directorsAwards Outstanding at the end of fiscal year 2013:Fiscal Year End

    Aggregate Stock Options Outstanding at Fiscal Year End
    Restricted Stock UnitsStock Options
    Name     Unvested    Vested Unvested (#)Vested (#)Unvested (#)Vested (#)
    Mark S. Burgess0 0 7,8270
    James V. Continenza0 010,8690
    Matthew A. Doheny0 0 6,957 0
    John A. Janitz00 6,9570
    George Karfunkel006,957 0
    Jason New0000
    William G. Parrett006,9570
    Derek Smith0000

    Deferred Compensation

    Effective December 26, 2013, the Executive Compensation Committeewe adopted a Directors Deferred Compensation Plan, which allows non-employee directors to defer some or all of their Board Retainer and Restricted Stockrestricted stock awards into a phantom stock account. Pursuant to this plan, the following directors elected to defer Restricted Stock Unitsrestricted stock units granted on December 31, 2013:

    Mark S. Burgess (3,914 RSUs); James V. Continenza (10,869 RSUs); Matthew A. Doheny (6,957 RSUs). Effective on December 31, 2014, Mr. Burgess revoked his 50% deferral election for any future grants.

    Expense Reimbursement
    The Company reimburses its

    We reimburse our directors for reasonable travel expenses incurred in connection with attending Board, Committee and shareholder meetings and other Board business events.

    4953


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    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    The following tables set forth ownership of Company common stock. As of March 31, 2014, there were 41,676,220 common shares outstanding.

    BENEFICIAL SECURITY OWNERSHIP OF MORE THAN 5% OF THE COMPANY’S COMMON SHARES

    The following table sets forthbelow presents certain information from filings withas of March 18, 2015 regarding the SEC under Sections 13(d) and 13(g)persons known to us to be the beneficial owner of the Securities Exchange Act of 1934, as amended, as to each person or group who beneficially owns more than 5% of the outstanding shares of our outstanding common shares.stock, with percentages based on 41,896,562 shares outstanding.

        Percentage of Company’s   
        Number of Common Shares   Common Shares
     Shareholder’s Name and AddressBeneficially OwnedBeneficially Owned
     Serengeti Asset Management LP
     632 Broadway, 12th Floor
     New York, NY 100122,282,926(1)5.5% 
     Contrarian Capital Management, L.L.C.
     411 West Putnam Avenue, Suite 425
     Greenwich, CT 068304,741,909(2)11.4%
     BlueMountain Capital Management, LLC
     280 Park Avenue, 5th Floor East
     New York, New York 10017.7,884,905(3)18.7%
     Blackstone Holdings I L.P.
     c/o The Blackstone Group
     345 Park Avenue
     New York, New York 101548,490,846(4)20.0%
     The George Karfunkel 2007 Grantor Retained Annuity Trust #1
     The George Karfunkel 2007 Grantor Retained Annuity Trust #2
     430 East 57thStreet
     New York, New York 100222,341,830(5)5.6%
     Moses Marx
     160 Broadway
     New York, New York 100384,716,531(6)11.3%

    Number of Common SharesPercent of Class
      Name and Address of Beneficial OwnerBeneficially OwnedBeneficially Owned
      Blackstone Holdings I L.P.
      c/o The Blackstone Group
      345 Park Avenue 
      New York, New York 101548,393,634(1)20.0% 
      BlueMountain Capital Management, LLC
      280 Park Avenue, 12th Floor 
      New York, New York 100178,016,010(2)18.9%
      Moses Marx
      160 Broadway 
      New York, New York 10038 5,252,777(3) 12.4%
      Franklin Mutual Advisers, LLC
      101 John F. Kennedy Parkway 
      Short Hills, NJ 07078-27893,305,487(4)7.9%
      Serengeti Asset Management LP
      632 Broadway, 12th Floor
      New York, NY 100122,656,898(5)6.3%
      The George Karfunkel 2007 Grantor Retained Annuity Trust #1
      The George Karfunkel 2007 Grantor Retained Annuity Trust #2
      430 East 57thStreet
      New York, New York 100222,341,830(6)5.6%

    (1)Serengeti AssetBlackstone Holdings I L.P. reports sole voting and dispositive power with respect to 8,329,929 shares of our common stock, which amount includes 44,391 shares of our common stock issuable upon the exercise of 197,390 net-share settled warrants to purchase shares of our common stock that may be deemed to be owned by Blackstone Holdings I L.P. based on a closing price of $20.03 per share on January 7, 2015. This information is based on Amendment No. 2 to Schedule 13D filed with the SEC on January 12, 2015 by Blackstone Holdings I L.P.
    (2)BlueMountain Capital Management, LPLLC serves as investment manager to various funds and reports shared voting and dispositive power with respect to 8,016,010 shares of our common stock directly owned by the funds. This amount includes 470,508 net-share settled warrants to purchase shares of our common stock. This information is based on Amendment No. 2 to Schedule 13D filed with the SEC on December 2, 2014 by BlueMountain Capital Management, LLC.
    (3)Moses Marx reports sole voting and dispositive power over 2,282,9263,139,741 shares, or 7.5%, of our common stock held by Momar Corporation, of which Mr. Marx serves as president, and 1,516,894 shares held by United Equities Commodities Company, of which Mr. Marx is a 99% general partner. The amount shown also includes 246,574 shares held directly by Mr. Marx, 47,500 shares held by 111 John Realty Corp, in which Mr. Marx and his spouse hold a 50% interest, 6,030 shares held by Marneau Holding Company, in which Mr. Marx holds a direct and indirect 75% interest and 296,038 net-share settled warrants to purchase shares of our common stock. This information is based on Mr. Marx’s Schedule 13D filed on September 13, 2013 and subsequent Section 16 reports filed with the SEC by Mr. Marx.
    (4)Franklin Mutual Advisers, LLC reports sole voting and dispositive power with respect to all 3,305,487 shares. Mutual Quest Fund, a series of Franklin Mutual Series Funds, an investment company registered under the Investment Company Act of 1940, has an interest in 3,294,531 shares (including 86,642 net-share settled warrants to purchase shares of our common stockstock). This information is based on the Schedule 13G filed with the SEC on February 3, 2015 by Franklin Mutual Advisers, LLC, reporting beneficial ownership as of December 31, 2014.
    (5)Serengeti Asset Management LP reports shared voting and dispositive power with respect to all 2,656,898 shares with J.L. Serengeti Management LLC and Joseph A. LaNasa III, which amount includes 182,926206,898 net-share settled warrants convertible intoto


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    purchase shares of Companyour common stock. This information has been obtained from Serengeti Asset Management LP’sis based on Amendment No. 1 to Schedule 13G filed on February 14, 2014,17, 2015, reporting beneficial ownership as of December 31, 2013.2014.
    (2)(6)Contrarian Capital Management, L.L.C. shares voting and dispositive power over 4,741,909 shares of Company common stock with its advisory clients in its capacity as investment adviser to certain funds, including Contrarian Capital Fund I, L.P. which beneficially owns 2,823,817 shares, or 6.8% of Company common stock. This information has been obtained from Amendment No. 2 to Contrarian Capital Management, L.L.C.’s Schedule 13G filed on February 13, 2014, reporting beneficial ownership as of December 31, 2013.
    (3)This amount constitutes 7,468,155 shares of Company common stock and 416,750 warrants convertible into shares of Company common stock. BlueMountain Capital Management, LLC serves as investment manager to various funds and shares voting and dispositive power with respect to the Company’s common stock directly owned by the funds. This information has been obtained from Amendment No. 1 to BlueMountain Capital Management, LLC’s Schedule 13D, filed on October 8, 2013.
    (4)Blackstone shares voting and dispositive power over 8,490,846 shares of Company common stock, which amount constitutes 8,316,330 shares of Company common stock and 174,516 warrants convertible into shares of Company common stock. This information has been obtained from Amendment No. 1 to Blackstone Holdings I L.P.’s Schedule 13D, filed on October 3, 2013, as well as from our internal records.


    (5)The George Karfunkel 2007 Grantor Retained Annuity Trust #1 (Trust #1), the George Karfunkel 2007 Grantor Retained Annuity Trust #2 (Trust #2), and Jay M. Miller, the trustee of Trust #1 and Trust #2, have sole voting and dispositive power with respect to 2,341,8302,189,078 shares and 152,752 net-share settled warrants to purchase shares of Company common stock, which amount includes 152,752 warrants convertible into shares of Companyour common stock. This information has been obtained from Trust #1’sis based on the Schedule 13D filed with the SEC on September 13, 2013 as well as from our internal records.
    (6)Moses Marx (Mr. Marx) has sole votingby Trust #1 and dispositive power over 4,716,531 shares of Company common stock, including 3,139,741 shares which are held by Momar Corporation, constituting 7.5% of Company common stock, of which Mr. Marx serves as president. This amount includes 233,076 warrants convertible into shares of Company common stock. This information has been obtained from Moses Marx’s Schedule 13D, filed on September 13, 2013, as well as from our internal records.Trust #2.

    BENEFICIAL SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

    The following table sets forth beneficial ownershipbelow presents certain information as of the Company’sMarch 18, 2015 regarding shares of our common stock forheld by our directors nominees, Named Executive Officers,(who are also our director nominees), each of our named executive officers and all directors and executive officers as a group in accordance with the applicable SEC rules as of March 31, 2014. All Company securities over which the directors and executive officers directly or indirectly have or share voting or investment power are listed as beneficially owned.

    Number of Common Shares  Percentage of Company’s 
    Beneficially Owned onCommon Shares
     Directors and Executive Officers(1)March 31, 2014Beneficially Owned
     Mark S. Burgess0(2)*
     James V. Continenza0(2)*
     Matthew A. Doheny0(2)*
     Douglas J. Edwards256(3)(4)*
     John A. Janitz0(2)*
     George Karfunkel1,295,958(2)(5)3.1%
     Brad W. Kruchten4,916(3)(4)(6)*
     Jason New0*
     William G. Parrett0(2)*
     Antonio M. Perez68,577(3)(4)(7) *
     Laura Quatela0*
     Rebecca Roof0*
     Patrick M. Sheller318(3)(4)*
     Derek Smith0*
     All Directors and Executive Officers as a Group (17), including
     the above1,372,4403.3%(8)
    group.

      Number of Common Shares 
    Beneficially Owned onPercent of Class
      Name of Beneficial OwnerMarch 18, 2015(1)(3)  Beneficially Owned(1)(2)(3) 
      Mark S. Burgess1,304—
      Jeffery J. Clarke57,670(4)—
      James V. Continenza0—
      Matthew A. Doheny0  — 
      Douglas J. Edwards5,421(3)(5) —
      John A. Janitz 2,318—
      George Karfunkel1,370,382(3)(6)3.3%
      Brad W. Kruchten10,561(3)(7)—
      John N. McMullen0 —
      Jason New(9)—
      William G. Parrett2,318—
      Antonio M. Perez98,149—
      Rebecca A. Roof0—
      Patrick M. Sheller4,844(3)(8)—
      Derek Smith(10)—
      All directors and executive officers as a group
      (21 persons, including the above)1,574,075(11)3.7%

    *   Represents holdings(1)

    		Under the rules of the SEC, “beneficial ownership” is deemed to include shares for which an individual, directly or indirectly, has or shares voting or dispositive power, whether or not they are held for the individual’s benefit, and includes shares that may be acquired within 60 days, including, but not limited to, the right to acquire shares by the exercise of options or warrants. Shares that may be acquired within 60 days are referred to in the footnotes to this table as “presently exercisable options” or “presently exercisable warrants.” Percentages are based on 41,896,562 shares outstanding except where the person has the right to receive shares within the next 60 days (as indicated in the other footnotes to this table), which increases the number of shares owned by such person and the number of shares outstanding. Unless otherwise indicated in the other footnotes to this table, each shareholder named in the table has sole voting and investment power with respect to all of the shares shown as owned by the shareholder.
    (2)We have omitted percentages of less than 1% offrom the Company’s total common shares that are beneficially owned.

    table.
    (1)(3) The address of each ofFor Dr. Edwards and Messrs. Karfunkel, Kruchten and Sheller, the named parties to this table is: 343 State Street, Rochester, New York, 14650.

    (2) The amounts listed for each non-employee director do notshown include restricted stock units granted under the 2013 Omnibus Incentive Plan because such units do not vest within 60 days after March 31, 2014 and have not yet vested under their vesting schedules. The number of restricted stock units of non-employee directors as of March 31, 2014 were as follows: Mr. Burgess: 7,827 shares; Mr. Continenza: 10,869 shares; Mr. Doheny: 6,957 shares; Mr. Janitz: 6,957 shares; Mr. Karfunkel: 6,957 shares; Mr. Parrett: 6,957 shares; Total non-employee directors as a group: 46,524 shares. Restricted stock units vest one-third on January 1, 2015, January 1, 2016 and January 1, 2017 subject to continued Board service.

    (3) This sum does not include unvested restricted stock issued on September 3, 2013 at emergence from bankruptcy, that will not vest within 60 days after March 31, 2014. Restricted stock is held by Executive Officers as follows: Dr. Edwards: 27,262 shares; Mr. Kruchten: 27,702 shares; Mr. Perez: 106,086 shares; Mr. Sheller: 21,232 shares. Total Executive Officers as a group: 213,079 shares. The restricted stock vest one-third on each of the first three anniversaries of the grant date.



    (4)This sum includes 125% Warrants to purchase Common Stock, par value $.01 (the 125% Warrants)shares of our common stock at an exercise price of $14.93 and 135% Warrants to purchase Commonshares of our common stock par value $.01 (the 135% Warrants) which are currently exercisable asat an exercise price of September 3, 2013 or exercisable within 60 days after March 31, 2014. The$16.12. Each of these Warrants entitles the holder to purchase one share of common stock; however for each Warrant exercised, the holder will receive a net share amount equal to the number of 125%shares issuable upon the exercise multiplied by the closing sale price of our common stock on the exercise date minus the exercise price, divided by the closing sale price, together with cash for any fractional shares. The shares shown and referred to in the other footnotes to this table regarding the Warrants are held by Executive Officers as follows: Dr. Edwards: 52 shares; Mr. Kruchten: 1,007 shares; Mr. Perez: 7,202 shares; Mr. Sheller: 65 shares; Total Executive Officers assubject to this net-share calculation.


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    (4)The amount shown includes a Group: 8,326. The number of 135% Warrants are held by Executive Officers as follows: Dr. Edwards: 52 shares; Mr. Kruchten: 1,007 shares; Mr. Perez: 7,202 shares; Mr. Sheller: 65 shares; Total Executive Officers as a Group: 8,326.presently exercisable option to purchase 38,314 shares.
    (5)This sumThe amount shown includes 25,057presently exercisable warrants as follows: 125% Warrants to purchase 65 shares of our common stock and 25,057 135% Warrants held by Mr. Karfunkel.to purchase 65 shares of our common stock.
    (6)This sumThe amount shown includes 736presently exercisable warrants as follows: 125% Warrants to purchase 25,057 shares of our common stock and 135% Warrants to purchase 25,057 shares of our common stock.
    (7)The amount shown includes 90 shares of common stock 255held by Mr. Kruchten’s spouse and presently exercisable warrants as follows: Mr. Kruchten: 125% Warrants to purchase 943 shares of our common stock and 255 135% Warrants held byto purchase 943 shares of our common stock; Dolores Kruchten, the spouseKruchten: 125% Warrants to purchase 31 shares of Mr. Kruchten,our common stock and 135% Warrants to purchase 31 shares of which Mr. Kruchten may be deemed a beneficial owner.
    (7)This sum includes restricted stock units that were issued on September 3, 2013 at emergence from bankruptcy, 53,043 of which vested on the grant date. This sum does not include the remaining 106,086 unvested restricted stock, one-third of which will vest on the first anniversary of the grant date, and one-third of which vests based on the achievement of performance metrics.our common stock.
    (8)Except for Mr. Karfunkel, each individual executive officerThe amount shown includes presently exercisable warrants as follows: 125% Warrants to purchase 80 shares of our common stock and director listed beneficially owned less135% Warrants to purchase 80 shares of our common stock.
    (9)Certain funds or accounts managed, advised or sub-advised by GSO Capital Partners LP own beneficial interests in our company, including the 8,393,634 shares of common stock and warrants reported by Blackstone Holdings I L.P. in the table “Beneficial Security Ownership of More than 1% of the outstanding shares5% of the Company’s common stock asCommon Shares” on page 54. GSO makes investment decisions through committees composed of March 31, 2014. Assenior managing directors and senior management. Mr. New is a group, all executive officers and directors owned 0.18%Senior Managing Director of GSO. Mr. New disclaims beneficial ownership of these shares.
    (10)Various private funds managed by BlueMountain Capital Management, LLC hold the outstanding8,016,010 shares (inclusive of warrants) reported in the table “Beneficial Security Ownership of More than 5% of the Company’s Common Shares” on page 54. Each fund has delegated voting and investment power of its investments, including the 8,016,010 shares, to BlueMountain. Such voting and investment power is exercised by BlueMountain’s Investment Committee, of which Mr. Smith is a member.
    (11)The amount shown also includes presently exercisable warrants for executive officers who are not named executive officers as follows: 125% Warrants to purchase an aggregate of 933 shares of our common stock asand 135% Warrants to purchase an aggregate of March 31, 2014.933 shares of our common stock.

    SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’sour directors, executive officers and directors and persons who own more than 10% of the Company’sour common stock to file reports of ownership on Forms 3, 4 and 5changes in ownership with the SEC. ExecutiveBased solely on the written representations of our directors and executive officers and copies of reports that they and persons who owned more than 10% of our common stock have filed with the SEC, we believe that all of our directors, executive officers and greater than 10% beneficial owners are also required to furnishtimely complied with the Company with copiesfiling requirements of all Forms 3, 4 and 5 they file. Based solely on the Company’s reviewSection 16(a) during 2014, except for Mr. Kruchten, an executive officer, who filed three reports late disclosing a total of the copies of such forms it has received, the Company believes that all its executive officers, directors andfour transactions; Moses Marx, a greater than 10% beneficial owners complied with all the filing requirements applicable to them with respect to transactions during 2013, except that three reports covering acquisitionsowner of Companyour common stock, who filed a Form 5 for the fiscal year ended December 31, 2014 reporting nine late Form 4 transactions; Blackstone Holdings I L.P. and an acquisitionrelated entities, which filed one late report disclosing transactions reflecting distributions made pursuant to the First Amended Joint Plan of warrants convertible into Company common stock atReorganization of Eastman Kodak Company; and BlueMountain Capital Management, LLC and related entities, which filed one late Form 4/A reporting transactions reflecting distributions made pursuant to the Company’s emergence from bankruptcy by Mr. Karfunkel were filed after the filing deadline.First Amended Joint Plan of Reorganization of Eastman Kodak Company.

    52


    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

    INTERESTED TRANSACTIONS

    Our Board has adopted written policies and procedures relating to approval or ratification of “interested transactions” with “related parties.” Under these policies and procedures, which are posted on our website athttp://ek.client.shareholder.com/supporting.cfm,, our Governance Committee reviews the material facts of all interested transactions that require the Committee’scommittee’s approval. The Governance Committee will approve or disapprove the interested transactions, subject to certain exceptions, by taking into account, among other factors it deems appropriate, whether the interested transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. No director or board observer may participate in any discussion or approval of an interested transaction for which he or she is a related party.party other than providing material information concerning the interested transaction to the Governance Committee. If an interested transaction will be ongoing, the Governance Committee may establish guidelines for our management to follow in its ongoing dealings with the related party and then, at least annually, must review and assess ongoing relationships with the related party.

    Under the Board’s policies and procedures, an “interested transaction” is any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness), in which the aggregate amount involved will or may be expected to exceed $100,000 in any calendar year, the Companyour company is a participant and any related party has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10%

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    beneficial owner of another entity). A “related party” is any person who is or was, since the beginning of the last fiscal year for which we have filed a Form 10-K and proxy statement, a Section 16 Executive Officer, director or nominee for election as a director or board observer (even if the person does not presently serve in that role), a beneficial owner of greater than 5% of the Company’sour common stock or any immediate family member of any of the foregoing. Immediate family member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).

    The Board has reviewed and pre-approved certain typeswill grant pre-approval or ratification for the categories of interested transactions described below. In addition, any interested transaction with a related party in which the aggregate amount involved is expected to be less than $500,000 may be approved.pre-approved by the Chair of the Governance Committee. Pre-approved interested transactions include:

    • Employment of Section 16 Executive Officers either if the related compensation is required to be reported or if the Section 16Executive Officer is not an immediate family member of another Section 16 Executive Officer or a director, and the relatedcompensation would be reported if the Section 16 Executive Officer was a “Named Executive Officer” and our ExecutiveCompensation Committee approved (or recommended that the Board approve) such compensation.
    • Any compensation paid to a director if the compensation is required to be reported.
    • Any transaction with another company with which a related person’s only relationship is as an employee (other than an executiveofficer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed thegreater of $1 million or 2% of that company’s total annual revenues.
    • Any charitable contribution, grant or endowment by the Company to a charitable organization, foundation or university with which arelated person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involveddoes not exceed the greater of $1 million or 2% of the charitable organization’s total annual receipts.
    • Any transaction where the related person’s interest arises solely from the ownership of the Company’s common stock and all holdersof our common stock received the same benefit on a pro rata basis (e.g., dividends).
    • Any transaction involving a related party where the rates or charges involved are determined by competitive bids.
    • Any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, at rates orcharges fixed in conformity with law or governmental authority.
    • Any transaction with a related party involving services as a bank depository of funds, transfer agent, registrar, trustee under a trustindenture or similar services.


    ●Employment of Section 16 Executive Officers either if the related compensation is required to be reported or if the Section 16 Executive Officer is not an immediate family member of another Section 16 Executive Officer or a director, and the related compensation would be reported if the Section 16 Executive Officer was a “Named Executive Officer” and our Executive Compensation Committee approved (or recommended that the Board approve) such compensation.
    ●Any compensation paid to a director if the compensation is required to be reported.
    ●Any transaction with another company with which a related person’s only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues.
    ●Any charitable contribution, grant or endowment by our company to a charitable organization, foundation or university with which a related person’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the greater of $1 million or 2% of the charitable organization’s total annual receipts.
    ●Any transaction where the related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis (e.g., dividends).
    ●Any transaction involving a related party where the rates or charges involved are determined by competitive bids.
    ●Any transaction with a related party involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority.
    ●Any transaction with a related party involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture or similar services.

    The Governance Committee reviewed and approved tworeviews pre-approved transactions at its regularly scheduled meetings. We were party to the following interested transactionstransaction with aamounts exceeding $120,000 with related partyparties occurring since the beginning of 2013 that did not fall within any of the pre-approved interested transactions described above,2014 as follows:

    • Dolores Kruchten was a Vice President of the Company until September 1, 2013. Ms. Kruchten is the spouse of Brad Kruchten, aSenior Vice President and Section 16 Executive Officer of the Company. There was no employment reporting relationship betweenMr. Kruchten and Ms. Kruchten. Ms. Kruchten became an employee of the entity that purchased certain assets of the Company,effective September 1, 2013. In 2013, Ms. Kruchten earned $208,165 in compensation from the Company, consisting of base salary.
    • Messrs. Karfunkel, New and Smith, each of whom is a current director, are principals of or affiliated with entities that hold an equityinterest in the Company by virtue of a Backstop Commitment Agreement that the Company entered effective upon emergence frombankruptcy. Mr. Karfunkel is affiliated with certain trusts that collectively hold 5.3% of the Company’s outstanding common stock. Mr. New is a Senior Managing Director of the Blackstone Group; Blackstone Holdings L.P. holds 20.0% of the Company’s outstandingcommon stock. Mr. Smith is a Managing Principal at BlueMountain Capital Management LLC, which holds 18.7% of the Company’soutstanding common stock.

    BOARD INDEPENDENCE
    For a number of years, a substantial majority of our Board has been comprised of independent directors. The Board has adopted Director Independence Standards for use in determining whether a director is independent. The Director Independence Standards are consistent with the independence standards set forth in the NYSE listing standards. The Board also uses the NYSE listing standards in determining whether members of specific committees are independent. The Director Independence Standards are part of our Corporate Governance Guidelines, which are published on our website athttp://ek.client.shareholder.com/directors.cfm.

    The Board has determined that each of the following directors has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and is independent under the Company’s Director Independence Standards and, therefore, is independent within the meaning of the NYSE’s Listing Standards: Mark S. Burgess, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett and Derek Smith. The remaining director, Jeffrey J. Clarke, Chief Executive Officer, is an employee of the Company and, therefore, is not independent. In determining the independence of the non-management directors, the Board considered the affiliations of Messrs. Karfunkel, New and Smith, as affiliates of entities that hold an equity interest in the Company (discussed above under Certain Relationships and Related Transactions), and determined that such affiliations did not affect the independence of these directors.

    ●Messrs. Karfunkel, New and Smith, each of whom is a current director, are principals of or affiliated with entities that hold an equity interest in our company by virtue of a Backstop Commitment Agreement that we entered into effective upon emergence from bankruptcy in September 2013. Mr. Karfunkel is affiliated with certain trusts that collectively hold 5.6% of our outstanding common stock. Mr. New is a Senior Managing Director of The Blackstone Group L.P.; Blackstone Holdings I L.P. holds 20.0% of our outstanding common stock. Mr. Smith is a Managing Partner and Co-Chief Investment Officer at BlueMountain Capital Management, LLC, which holds 18.9% of our outstanding common stock.

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    PRINCIPAL ACCOUNTING FEES AND SERVICES

    AUDIT AND NON-AUDIT FEES

    The following fees were approved by the Audit and Finance Committee and were billed by PricewaterhouseCoopers LLP (PwC), the Company’sour independent registered public accounting firm (independent accountants), for services rendered in 20122014 and 2013.

    Type of Service (in millions) 2013    2012    20142013
    Audit Fees    $13.8    $  9.7   $5.0    $13.8  
    Audit-Related Fees13.810.8 0.1 13.8 
    Tax Fees0.30.40.1 0.3
    All Other Fees0.00.00.00.0
    Total$27.9 $20.9$5.2$27.9

    The audit fees related primarily to the annual audit of the Company’sour consolidated financial statements (including Section 404 internal control assessment under the Sarbanes-Oxley Act of 2002) included in the Company’sour Annual Reports on Form 10-K, quarterly reviews of interim financial statements included in the Company’sour Quarterly Reports on Forms 10-Q, statutory audits of certain of the Company’sour subsidiaries services relating to filings under the Securities Act of 1933 and the Securities Exchange Act of 1934, and with respect to 2013, the complexity resulting from the adoption of fresh-start accounting in connection with the Company’sour emergence from Chapter 11 proceedings.

    The audit-related fees for 2014 related to assurance and related services. The audit-related fees for 2013 related primarily to fees for the audit of carve-out financial statements required to consummate the disposition of the Company’sour Personalized Imaging and Document Imaging businesses and the complexity resulting from the adoption of fresh-start accounting in connection with the Company’sour emergence from Chapter 11 proceedings. The audit-related fees for 2012 related primarily to fees for the audit of carve-out financial statements in connection with the expected disposition of the Company’s Personalized Imaging and Document Imaging businesses.

    Tax fees in 2014 and 2013 consisted of $0.3 million for tax compliance services. Tax fees in 2012 consisted of $0.4 millionwere for tax compliance services.

    POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED BY THEOUR INDEPENDENT AUDITOR
    ACCOUNTANTS

    The Audit and Finance Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy (the “Pre-Approval Policy”)Pre-Approval Policy) requiring itsthe committee’s pre-approval of all audit and permissible non-audit services provided by the independent auditor.accountants. The Pre-Approval Policy sets forth principles that must be considered by the Audit and Finance Committee in approving services to ensure that the independent auditor’saccountant’s independence is not impaired; describes the audit, audit-related, tax and other permissible non-audit services that may be provided and the non-audit services that are prohibited; and sets forth the pre-approval requirements for all permitted services.

    The Pre-Approval Policy provides for the general pre-approval of specific types of audit, audit-related, tax and other permissible non-audit services and annual approval of a budget for such services. As set forth in the Pre-Approval Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit and Finance Committee. In addition, any proposed services exceeding pre-approved budgeted amounts will also require specific pre-approval by the Audit and Finance Committee. The independent auditoraccountant is required to report quarterly to the Audit and Finance Committee regarding the extent of services provided in accordance with their pre-approval and the fees for the services performed to date. The Pre-Approval Policy also delegates to the Audit and Finance Committee’s Chair the authority to pre-approve specific engagements or changes to engagements when it is not practical to bring the matter before the Committee as a whole. The Audit and Finance Committee may not delegate its responsibilities to pre-approve services performed by the independent auditoraccountant to management or to others.

    By Order of the Board of Directors


     

    Patrick M. ShellerSharon E. Underberg
    General Counsel, Secretary, Chief Administrative Officer
    and Senior Vice President
    April 15, 2014March 30, 2015

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    ANNUAL MEETING INFORMATION

    2014DIRECTIONS TO 2015 ANNUAL MEETING DIRECTIONS

    Location

    Waldorf Astoria New York
    301 Park Avenue
    New York, NY 10022

    Directions

    From LaGuardia Airport, NY (approximately 40 minutes)

    Upon exiting airport, follow signs for Grand Central Parkway West; take Grand Central Parkway West to the Triboro bridge into Manhattan; follow from Triboro Bridge to the Waldorf Astoria as follows:

    - Take FDR Drive South to Exit 10, 49th Street
    - Proceed up 49th Street five blocks to Park Avenue
    - Turn right on Park Avenue and right on 50th Street to motor entrance

    From John F. Kennedy International Airport, NY
    (approximately one hour)

    Upon exiting airport, follow signs for Van Wyck Expressway North; follow Van Wyck North to Long Island Expressway (LIE) West; take LIE West to Queens/Midtown Tunnel; once through tunnel, turn right onto Park Avenue and turn right onto 50th street to motor entrance

    From Newark Liberty International Airport, NJ
    (approximately one hour)

    Upon exiting airport, follow signs for New Jersey Turnpike North, from NJ Turnpike north, follow signs for Lincoln Tunnel; from Lincoln Tunnel to the Waldorf Astoria as follows:- Exit the tunnel and turn left on 42nd Street to 10th Avenue
    - Turn right on 10th Avenue to 50th Street
    - Turn right on 50th Street
    - Proceed up 50th Street eight blocks to motor entrance





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    EXHIBIT A

    RECONCILIATION OF NON-GAAP MEASURES

    In this Proxy Statement, we provide information regarding Operational EBITDA and Segment Operational EBITDA before Corporate Costs. These measures are non-GAAP financial measures. We believe that these presentations provide useful information to investors regarding financial and business trends relating to our results of operations and financial condition. Our industry peers may provide similar supplemental non-GAAP information, although they may not use the same or comparable terminology and may not make identical adjustments.

    All figures are in millions

         Year Ended December 31, 2014
    GECF Operational EBITDA before Corporate Costs, as presented$      202
    GECF impact of corporate costs  (73)
    GECF impact of unplanned non-recurring IP transaction  41 
    GECF Operational EBITDA170
     
    DP&E Operational EBITDA before Corporate Costs, as presented64
    DP&E impact of corporate costs(80)
    DP&E Operational EBITDA(16)
     
    Segment Operational EBITDA before Corporate Costs, as presented266
    Impact of corporate costs(153)
    Corporate Component Operational EBITDA, as presented113
     
    Impact of unplanned non-recurring IP transaction41
    Operational EBITDA, as presented154
     
    Reportable segments depreciation and amortization(182)
    Impact of stock based compensation and certain consulting costs(14)
    Impact of costs previously allocated to discontinued operations(4)
         Total segment earnings (loss)(46)
    All other(10)
     
    Restructuring costs and other (including restructuring
         related expenses reported in cost of sales)    		(61)
    Corporate components of pension and OPEB income (1)110
    Other operating (expense) income, net(9)
    Legal contingencies, settlements and other(4)
    Interest expense(62)
    Other (charges) income, net(17)
    Reorganization items, net(13)
    Consolidated (loss) earnings from continuing
         operations before income taxes    		(112)
    (Benefit) Provision for income taxes10
    (Loss) earnings from continuing operations(122)
    (Loss) earnings from discontinued operations,
         net of income taxes    		4
    Net (loss) earnings(118)
    Less: Net income attributable to noncontrolling interests5
    Net (loss) earnings attributable to
         Eastman Kodak Company (GAAP basis)    		$(123)


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    Location
    W New York
    541 Lexington Avenue
    New York, NY 10022
    Directions
    From LaGuardia Airport, NYIMPORTANT ANNUAL MEETING INFORMATION



    Proceed on Marine Terminal Road (Airport Exit) (South-West)

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      A   
      A  

    Proposals—The Board of Directors recommends a voteFOR all the nominees listed in Item 1 andFOR Item 2 and Item 3, and1 Yr3. on Item 4.


     1. Election of Directors:    For    Against    Abstain  For    Against     Abstain  For    Against    Abstain 
     
      01 - Mark S. Burgess o o o 02 - Jeffrey J. Clarke o o o 03 - James V. Continenza o o o
                                   
      04 - Matthew A. Doheny o o o 05 - John A. Janitz o o o 06 - George Karfunkel o o o
                                   
      07 - Jason New o o o 08- WIlliam G. Parrett o o o 09 - Derek Smith o o o

    1. Election of Directors:ForAgainstAbstain  For  Against  AbstainForAgainstAbstain
        01 - Mark S. Burgess

    2. 

    Ratification of the Audit and Finance Committee’s Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm.

    ☐    		☐o☐ 02 - Jeffrey J. Clarke☐☐☐03 - James V. Continenza☐☐oo
    ☐
        04 - Matthew A. Doheny

    1 Yr

    ☐

    2 Yrs

    ☐

    3 Yrs

    ☐

    Abstain

    4. 

    Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers. 

    		o05 - John A. Janitzo☐o☐o☐
    06 - George Karfunkel☐☐☐
        07 - Jason New☐☐☐08 - William G. Parrett☐☐☐09 - Derek Smith☐☐☐

       For   Against   Abstain       For   Against   Abstain
    2. Ratification of the Audit and Finance Committee’s Selection of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm. ☐ ☐ ☐3. Advisory Vote to Approve the Compensation of our Named Executive Officers. ☐  ☐☐
     
     

    For  B   AgainstAbstain

    3. 

    Advisory Vote on the Compensation of our Named Executive Officers.

    		ooo






      B  
    		Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

    Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

    Date (mm/dd/yyyy) — Please print date below.   Signature 1 — Please keep signature within the box.   Signature 2 — Please keep signature within the box.
          /      /
    		  

    IF VOTING BY MAIL, YOUMUSTIF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.



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    Eastman Kodak Company 2015 Annual Meeting
    Tuesday, May 12, 2015 at 9:00 a.m., Eastern Time, Waldorf Astoria New York, 301 Park Avenue, New York, NY 10022

    ADMISSION– If you vote by internet or telephone, please follow the instructions you will be given for requesting admission to the Meeting. If you vote by mail, to request admission, please check the appropriate box on the proxy card, and return it in the enclosed envelope. Please remove the attached “Admission Ticket” at the perforation.You must bring it with you, as well as proof of identity in the form of a government issued ID, to attend the Meeting. When you arrive, please follow the directions to the Meeting and check in at the admissions area. At that point you will receive your shareholder identification badge to wear at all times at the Meeting. If you indicate that you are bringing a guest, he or she must register with you at the same time in order to enter the Meeting, and must also have proof of identity in the form of a government issued ID. Seating at the Meeting isnot reserved. We will accommodate shareholders on a first-come, first-served basis.

    SECURITY– For security reasons, packages and briefcases will not be allowed in the Meeting. Do not bring them with you to the Meeting.
    PRE-MEETING– The doors will open at approximately 8:30 a.m. The Meeting will begin promptly at 9:00 a.m.
    TIME LIMIT– In order to allow all shareholders a chance to be heard, there will be a three-minute time limit imposed on each speaker and a 10-minute limit per subject.

    NOTICE OF THE 20142015 ANNUAL MEETING OF SHAREHOLDERS

    The Annual Meeting of Shareholders of Eastman Kodak Company will be held on Wednesday,Tuesday, May 28, 201412, 2015 at 9:00 a.m., Eastern Time at the WWaldorf Astoria New York, 541 Lexington301 Park Avenue, New York, NY 10022. TheWe are asking our shareholders to vote on the following will be voted onproposals at the Annual Meeting:

    1.

    		      

    Election of 9 nominees for directorthe nine directors named in the Proxy Statement for a term of one year or until their successors are duly elected and qualified.

     
    2. Ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
     
    3. Advisory Vote onto approve the Compensationcompensation of our Named Executive Officers.named executive officers.
     
    4.Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers.
    5. Such other business as may properly come before the meetingAnnual Meeting or any adjournment thereof.

    The Board of Directors recommends ayou voteFORItems 1, 2 and 3 and3.1 Yron Item 4.

    If you were a shareholder of recordheld your shares at the close of business on March 31, 2014,18, 2015, you are entitled to vote at the Annual Meeting.

    We are taking advantage of the Securities and Exchange Commission “e-proxy” rules that allow public companies to furnish proxy materials to their shareholders over the internet. These rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

    If you have any questions about the Annual Meeting, please contact: Shareholder Services, Eastman Kodak Company, 343 State Street, Rochester, NY 14650-0251, (585) 724-4053, e-mail: shareholderservices@kodak.com.

    The Annual Meeting will be accessible by the handicapped. If you require special assistance, please contact Shareholder Services.

    By Order of the Board of Directors


    Sharon E. Underberg
    Patrick M. ShellerGeneral Counsel, Secretary and Senior Vice President
    SecretaryEastman Kodak Company
    April 15, 2014    March 30, 2015

    6▼ IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼6

    Proxy — Eastman Kodak Company      

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    The shareowner(s) whose signature(s) appear(s) on the reverse side of this Proxy Form hereby appoint(s) James V. Continenza and Patrick M. Sheller,Sharon E. Underberg, or either of them, each with full power of substitution, as proxies, to vote all stock in Eastman Kodak Company which the shareowner(s) would be entitled to vote on all matters which may properly come before the 20142015 Annual Meeting of Shareholders and any adjournments or postponements thereof. The proxies shall vote subject to the directions indicated on the reverse side of this card, and the proxies are authorized to vote in their discretion upon other business as may properly come before the meetingMeeting and any adjournments or postponements thereof.The proxies will vote as the Board of Directors recommends where a choice is not specified.

    NOMINEES FOR DIRECTOR: Mark S. Burgess, Jeffrey J. Clarke, James V. Continenza, Matthew A. Doheny, John A. Janitz, George Karfunkel, Jason New, William G. Parrett, Derek Smith.

    THE BOARD OF DIRECTORS RECOMMENDS AYOU VOTEFORON ITEMS 1, 2 AND 3 AND1 YRON ITEM 4 BELOW.3.

    This Proxy will be voted as directed. If no direction to the contrary is indicated, it will be voted as follows:

    1. 

    FOR the election of all nominees for director;

    2.

    FOR the ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm;

    3.

    FOR the Advisory Vote on the Compensation of our Named Executive Officers; and

    4.

    1 YR Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers.



    This Proxy will be voted as directed. If no direction to the contrary is indicated, it will be voted as follows:
    1.FOR the election of all nominees for director;
    2.FOR the ratification of the Audit and Finance Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm; and
    3.FOR the Advisory Vote to approve the compensation of our named executive officers.

     C 

    Non-Voting Items

    Meeting Attendance   Change of Address— Please print new address below.
    I plan to attend the
    Annual Meeting.    		                    Change of Address— Please print new address below.
    I plan to attend the Annual Meeting.  obring a guest.          I plan to bring a guest.  o




    IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.