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Get filing alertsKodak shareholders elect all directors but register 22.5% opposition to executive pay
Filed May 22, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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Say-on-pay vote passed with 77.5% support (51.7M for, 15.0M against), representing 22.5% opposition that may signal shareholder concerns about compensation practices or performance alignment.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Equity plan amendment approved with 77.5% support (51.9M for, 15.1M against), matching the say-on-pay opposition level at 22.5%.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Chairman James Continenza re-elected with 87.2% support (58.5M for, 8.6M against), the lowest among seven directors; other six directors received over 93% support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Shareholders voted 59.0% in favor of annual say-on-pay frequency (39.6M for annual vs. 27.5M for biennial/triennial); board adopted annual votes.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Ernst & Young ratified as auditor with 99.8% approval, a routine outcome with no shareholder concerns.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Kodak's 2026 annual meeting produced mixed signals on governance. While all seven director nominees won re-election and the auditor was ratified overwhelmingly, shareholders registered notable opposition to executive compensation.
The say-on-pay vote passed with only 77.5% support, meaning 22.5% of votes cast opposed management's pay practices—a level that typically prompts boards to review compensation design and performance alignment. The equity plan amendment drew identical 22.5% opposition, suggesting coordinated concern about dilution or pay structure.
Chairman James Continenza received the lowest director support at 87.2%, with 12.8% voting against his re-election. While this cleared the majority threshold comfortably, it stands out against the other six directors who each received over 93% support. The vote breakdown shows 14.9 million broker non-votes across all proposals, indicating significant shares held in street name did not participate. Shareholders also expressed a clear preference for annual say-on-pay votes (59.0% support), which the board adopted. For holders, the compensation opposition warrants attention in upcoming proxy disclosures to see whether the board addresses shareholder concerns about pay practices.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
KODK held its 2026 annual meeting; shareholders elected all directors, approved say-on-pay, and ratified EY as auditor.
Added in current filing · verify on EDGAR →
Shareholders elected each of the Company’s nominees for director to serve a term of one year to expire at the 2027 Annual Meeting of shareholders or until their respective successors are duly elected and qualified, as set forth below: Name | Votes For | Votes Against | Abstentions | Broker Non-Votes James V. Continenza 58,487,014 | 8,616,958 | 114,693 | 14,916,652 David P. Bovenzi 66,694,802 | 407,799 | 116,064 | 14,916,652 Philippe D. Katz 65,855,852 | 1,247,453 | 115,360 | 14,916,652 Kathleen B. Lynch 66,657,101 | 430,581 | 130,983 | 14,916,652 | Jason New | 62,652,279 | 4,449,316 | 117,070 | 14,916,652 Darren L. Richman 66,949,546 | 146,529 | 122,590 | 14,916,652 Michael E. Sileck, Jr. 66,938,778 | 157,065 | 122,822 | 14,916,652
All seven director nominees were elected with support ranging from 87.2% to 99.4% of votes cast. Chairman James Continenza received the lowest support at 87.2% (58,487,014 for vs. 8,616,958 against), representing 12.8% opposition. The other six directors received over 93% support each, with most above 99%.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Shareholders voted, on an advisory basis, for the frequency of future advisory votes on the compensation of our named executive officers to be as set forth below: One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | 39,558,616 | 15,226,550 | 12,319,099 | 114,400 | 14,916,652
Shareholders voted 59.0% in favor of annual say-on-pay votes (39,558,616 for one year vs. 15,226,550 for two years and 12,319,099 for three years). The board adopted the annual frequency, consistent with shareholder preference.
Added in current filing · verify on EDGAR →
Shareholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm as set forth below: Votes For | Votes Against | Abstentions | 81,948,733 | 106,339 | 80,245
Ernst & Young LLP was ratified as auditor with 99.8% approval (81,948,733 for vs. 106,339 against), a routine outcome indicating no shareholder concerns about the audit relationship.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify