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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 18, 2007
Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 1-87 16-0417150
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
343 State Street,
Rochester, New York 14650
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (585) 724-4000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Securities
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
Item 5.02 (c)
On September 18, 2007, the Board of Directors (the "Board") of Eastman
Kodak Company (the "Company") elected Philip J. Faraci President and
named him Chief Operating Officer of the Company, effective immediately.
Mr. Faraci, 52, had been President, Consumer Digital Imaging Group (CDG)
and Senior Vice President, Eastman Kodak Company. He joined the Company
as Director, Inkjet Systems Program in December 2004. In February 2005,
he was elected a Senior Vice President of the Company. In June 2005, he
was also named Director, Corporate Strategy & Business Development.
Prior to joining the Company, Mr. Faraci served as Chief Operating
Officer of Phogenix Imaging and President and General Manager of Gemplus
Corporation's Telecom Business Unit. Prior to these roles, he spent 22
years at Hewlett Packard, where he served as Vice President and General
Manager of the Consumer Business Organization and Senior Vice President
and General Manager for the Inkjet Imaging Solutions Group.
In recognition of Mr. Faraci's promotion, the Executive Compensation and
Development Committee (the "Compensation Committee") of the Board
approved, at a meeting on September 21, 2007, the following changes to
Mr. Faraci's compensation, effective the date of his promotion: (1) an
annual base salary of $700,000; (2) an annual target award of $595,000
under the Executive Compensation for Excellence and Leadership Plan
("EXCEL"), the Company's short-term incentive compensation plan; and (3)
an annual target award, composed of 50% stock options and 50%
performance share units, of $1,900,000 under the Company's long-term
incentive compensation plans.
The Company issued a press release on September 24, 2007, which
announced this event. A copy of this press release is attached as
Exhibit (99.1) to this filing.
Item 5.02 (b)
On September 24, 2007, the Company announced that James T. Langley,
formerly President, Graphic Communications Group (GCG), will be leaving
the Company at the end of this year. As a result of Mr. Faraci's
promotion, the Company is eliminating the position of president for both
CDG and GCG.
Mr. Langley joined the Company as President, Commercial Printing in
August 2003. The Commercial Printing Group was renamed Graphic
Communications Group in May 2004. In September 2003 he was elected to
Senior Vice President of the Company.
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Mr. Langley was Vice President of Commercial Printing at Hewlett Packard
from March 2000 to August 2002. Prior to that assignment, he served at
Hewlett Packard for three years as Vice President of Inkjet Worldwide
Office Printers. From August 1993 to June 1997, Mr. Langley served as
the general manager of Hewlett Packard's Vancouver Printer Division.
In connection with Mr. Langley's departure, the Compensation Committee
approved, at a meeting on September 21, 2007, the payment of the
following severance benefits to Mr. Langley: (1) a cash severance
allowance of $810,000, an amount equal to Mr. Langley's annual total
target cash compensation; (2) "approved reason" and accelerated vesting
of the 5,020 restricted shares of the Company's stock granted to Mr.
Langley on February 27, 2007 as a performance award; so he will not
forfeit these shares due to his departure; (3) "approved reason" with
respect to any award Mr. Langley earns under the 2006-2007 performance
cycle of the Leadership Stock Program; to the extent Mr. Langley earns
an award, the award will be paid in the form of fully vested shares of
the Company's stock; (4) "approved reason" and accelerated vesting with
respect to any award Mr. Langley earns under the 2007 performance cycle
of the Leadership Stock Program; to the extent Mr. Langley earns an
award, the award will be paid in the form of fully vested shares of the
Company's stock; and (5) for purposes of his supplemental unfunded
retirement benefit, Mr. Langley will receive service credit for the
period beginning August 18, 2007 and ending on the date of his departure
and, therefore, will receive a pro-rated portion of the $100,000 that
would be credited to him if he remained employed through August 18,
2008.
The Company issued a press release on September 24, 2007, which
discussed this event. A copy of this press release is attached as
Exhibit (99.1) to this filing.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
(99.1) Press release issued by Eastman Kodak Company on September 24,
2007, announcing these events.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EASTMAN KODAK COMPANY
By: /s/ Robert L. Berman
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Robert L. Berman
Chief Human Resources Officer
and Senior Vice President
Date: September 24, 2007
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EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(99.1) Press release issued by Eastman Kodak Company on September 24,
2007, announcing these events.