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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): October 2, 2006
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 1.01 Entry into a Material Definitive Agreement; and
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal
Officers
By unanimous written consent last dated October 2, 2006, the Board of
Directors (the "Board") of Eastman Kodak Company (the "Company")
appointed Frank S. Sklarsky as the Company's Chief Financial Officer,
effective November 13, 2006, and elected him as an Executive Vice
President, effective with his October 30, 2006 employment date.
Mr. Sklarsky, 49, is Executive Vice President and CFO of
ConAgra Foods Inc, one of North America's leading packaged food
companies, which he joined as CFO in 2004. Prior to joining ConAgra,
Mr. Sklarsky was Vice President, Product Finance, at DaimlerChrysler, a
position he held between 2001 and 2004. Prior to that, he spent more
than one year as Vice President, Corporate Finance and Vice President of
Dell's $5 billion consumer business. Mr. Sklarsky left Dell when
DaimlerChrysler recruited him back to assist with the company's
turnaround efforts. Sklarsky first joined DaimlerChrysler in 1983, and
held a series of increasingly responsible finance positions before
leaving for Dell in 2000. At the time of his departure for Dell, he was
DaimlerChrysler's Vice President, Corporate Financial Activities. He
also has had financial responsibility for procurement, product quality,
cost management and worldwide manufacturing during his tenure. Prior to
DaimlerChrysler, Sklarsky, a certified public accountant, served as a
Senior Accountant at Ernst & Young International from 1978 to 1981.
In connection with his upcoming employment, the Executive Compensation
and Development Committee of the Board (the "Committee") approved the
following compensation arrangements for Mr. Sklarsky at a meeting on
September 26, 2006: (a) an annual base salary of $600,000; (b) a one-
time award of 50,000 shares of restricted stock, with a grant date of
Mr. Sklarsky's employment date and a 4-year vesting schedule, with 50%
of the shares vesting on the second anniversary of the grant date and
50% of the shares vesting on the fourth anniversary of the grant date;
(c) a one-time cash bonus of $75,000, which is Mr. Sklarsky's target pro-
rated payout under the Executive Compensation for Excellence and
Leadership Plan ("EXCEL") for 2006, reduced by any actual EXCEL award he
receives for 2006, and payable shortly after EXCEL awards are paid to
participants; (d) an enhanced retirement benefit of up to $500,000, with
Mr. Sklarsky earning $100,000 for each year of employment up to five
years, but which he will forfeit if he leaves the Company voluntarily or
is terminated with cause within five years of his employment date; (e)
severance benefits equal to one times Mr. Sklarsky's total target
compensation, which is the sum of his base salary and target award under
EXCEL; and (f) various relocation benefits.
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In addition, Mr. Sklarsky will be eligible to receive: (a) a target
performance bonus equal to 75% of his base salary under EXCEL (pro-rated
for 2006), if earned; (b) subject to Committee approval, a target
leadership stock allocation with a value of approximately $800,000 per
performance cycle under the Leadership Stock Program (any actual award
will be subject to Company performance over the performance period and
minimum vesting requirements); and (c) subject to Committee approval, an
annual target stock option allocation of non-qualified stock options
with a value of approximately $800,000 under the Company's Officer Stock
Option Program.
The Company issued a press release on October 3, 2006 announcing this
event, and the 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 October 3, 2006
relating to the election of Frank Sklarsky as Executive Vice
President and appointment as Chief Financial Officer.
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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/ Laurence L. Hickey
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Laurence L. Hickey
Secretary
Date: October 3, 2006
EASTMAN KODAK COMPANY
INDEX TO EXHIBIT
Exhibit No.
(99.1) Press release issued by Eastman Kodak Company on October 3, 2006
relating to the election of Frank Sklarsky as Executive Vice
President and appointment as Chief Financial Officer.