Eastman Kodak Company Annual Report 2002: Annual Meeting and Proxy Statement

Saturday, November 22

2003 PROXY STATEMENT: PROPOSALS TO BE VOTED ON

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MANAGEMENT PROPOSALS

ITEM 1 — Election of Directors

Kodak's By-Laws require us to have at least nine directors but no more than 18. The number of directors is set by the Board and is currently 12. Mr. Carp is the only director who is an employee of the Company. The Board is divided into three classes of directors with overlapping three-year terms. There are four Class I directors whose terms expire at the 2003 Annual Meeting.

Nominees for election as Class I directors are:

Martha Layne Collins

Timothy M. Donahue

Delano E. Lewis

Paul H. O'Neill

These nominees agree to serve a three-year term. Mr. O'Neill was a director of the Company from December 1997 to December 2000 and rejoined our Board of Directors effective February 19, 2003. Gov. Collins and Messrs. Donahue and Lewis were previously elected by shareholders. Information about them is provided beginning on page 89.

The nominee for election as a Class II director is:

William H. Hernandez

The nominee agrees to serve a one-year term. Mr. Hernandez joined our Board of Directors effective February 24, 2003, and is standing for election by you for the first time. Information about him is provided beginning on page 90.

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. This new director will serve until the next Annual Meeting.

The Board of Directors recommends a vote FOR the election of directors.

ITEM 2 — Ratification of Election of Independent Accountants

PricewaterhouseCoopers LLP has been the Company's independent accountants for many years. The Board, on the recommendation of its Audit Committee, elected PricewaterhouseCoopers LLP the Company's independent accountants to serve until the 2004 Annual Meeting.

Representatives of PricewaterhouseCoopers LLP will attend the Meeting to respond to questions and, if they desire, to make a statement.

The Board of Directors recommends a vote FOR the ratification of election of PricewaterhouseCoopers LLP as independent accountants.

SHAREHOLDER PROPOSALS

ITEM 3 — Shareholder Proposal — Indexed Options

Plumbers & Pipefitters National Pension Fund, 103 Oronoco St., Alexandria, VA, 22314-2105, owner of 15,400 shares, submitted the following proposal:

"Resolved, that the shareholders of Eastman Kodak (the "Company") request that the Board of Directors adopt an executive compensation policy that all future stock option grants to senior executives shall be performance-based. For the purposes of this resolution, a stock option is performance-based if the option exercise price is indexed or linked to an industry peer group stock performance index so that the options have value only to the extent that the Company's stock price performance exceeds the peer group performance level.

2002 ANNUAL REPORT MAIN

CHAIRMAN'S LETTER

FINANCIALS

2003 PROXY STATEMENT Letter to Shareholders Notice of the 2003 Annual Meeting of Shareholders Questions and Answers Householding of Disclosure Documents Audio Webcast of Annual Meeting Proposals to be Voted On Board of Directors Beneficial Security Ownership Table Transactions with Management Compensation of Named Executive Officers Report of the Audit Committee Report of the Corporate Responsibility and Governance Committee Report of the Executive Compensation and Development Committee Section 16(a) Beneficial Ownership Reporting Compliance Performance Graph - Shareholder Return Exhibit I - Audit Committee Charter 2003 Annual Meeting Map, Directions and Parking Information 2003 Proxy Card (PDF, 71KB)

CORPORATE INFORMATION

PDF OF PRINT EDITION

2003 PROXY STATEMENT: PROPOSALS TO BE VOTED ON

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