EASTMAN KODAK (KODK)
Sector: Information Technology
2026 Annual Meeting Analysis
EASTMAN KODAK · Meeting: May 20, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Proposal 1 – Election of Directors
Continenza has served since 2013 and KODK's 3-year total return of +198% outperforms the peer group median (+3%) by +195 percentage points, far exceeding the 65-point threshold needed to trigger a withhold vote; no overboarding, attendance, or independence concerns apply.
Bovenzi joined in August 2023, which is within the 24-month new-director exemption window from the proxy filing date of April 2026, so the TSR trigger does not apply; no overboarding or attendance concerns identified.
Katz has served since February 2019 and KODK's 3-year TSR of +198% massively outperforms the peer median by +195 percentage points, well above the 65-point trigger threshold; no overboarding or attendance concerns identified.
Lynch has served since May 2021 and KODK's strong outperformance of its peer group over three years means the TSR trigger does not fire; she serves on two public company boards (KODK and Millrose Properties) — below the four-board overboarding threshold; attendance was above 75%.
New has served since September 2013 and KODK's 3-year TSR of +198% vs. the peer median of +3% shows strong outperformance (+195 percentage points), well above the 65-point threshold; no overboarding or attendance concerns identified.
Richman has served since April 2021 and KODK's substantial 3-year TSR outperformance of the peer group by +195 percentage points means the TSR trigger does not apply; he serves on two public company boards (KODK and Millrose Properties) — below the overboarding threshold; attendance was above 75%.
Sileck has served since May 2021 and KODK's 3-year TSR performance far outperforms the peer group median, so the TSR trigger does not fire; no overboarding or attendance concerns identified.
All seven director nominees pass the TSR performance screen — KODK's 3-year price return of +198% outperforms the company-disclosed compensation peer group median of +3% by approximately +195 percentage points, which exceeds the policy's required 65-point threshold (for companies with strong positive absolute returns) needed to trigger a withhold vote. No directors are overboarded, no attendance failures were disclosed, and audit committee members have appropriate financial expertise. All seven directors receive a FOR vote.
Say on Pay
✓ FORCEO
J.V. Continenza
Total Comp
$6,824,970
Prior Support
96%%
CEO total compensation of $6.8 million is within a reasonable range for a CEO of an approximately $1.2 billion industrial company, and the prior say-on-pay vote received 96% support — well above the 70% threshold that would require visible changes. The company has a meaningful clawback policy, double-trigger change-in-control provisions, and no excise tax gross-ups, all of which are governance best practices. While the CEO received a $2 million special debt-reduction bonus and $1.25 million annual incentive in addition to equity awards, these payments were tied to specific, measurable milestones (term loan reduction to $300M or below with $200M cash on hand, and achievement of the Annual Plan), supporting the view that variable pay reflects actual performance rather than guaranteed fixed pay.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,005,000
Non-Audit Fees
$64,000
Non-audit fees for 2025 (audit-related fees of $55,000 plus tax fees of $2,000 plus all other fees of $7,000 = $64,000) represent approximately 1.6% of audit fees of $4,005,000 — well below the 50% threshold that would raise independence concerns. EY tenure is not disclosed in the proxy, so the tenure trigger cannot be applied per policy. No material restatements were identified, and EY is a Big 4 firm appropriate for a $1.2 billion company.
Overall Assessment
The 2026 Eastman Kodak annual meeting presents a straightforward ballot: all seven director nominees receive FOR votes based on KODK's exceptional 3-year total return of +198%, which outperforms the peer group median by approximately 195 percentage points and comfortably clears every TSR threshold in the policy. Auditor Ernst & Young is ratified without concern given minimal non-audit fees (1.6% of audit fees), and the Say on Pay proposal receives a FOR vote supported by strong prior-year shareholder approval of 96%, performance-linked incentive structures, and reasonable pay levels relative to company size.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing