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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 16, 2003
Eastman Kodak Company
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(Exact Name of Registrant as Specified in Its Charter)
New Jersey
(State or Other Jurisdiction of Incorporation)
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1-87 16-0417150
(Commission File Number) (IRS Employer Identification No.)
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343 State Street
Rochester, New York 14650 14650
(Address of Principal Executive Offices) (Zip Code)
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(585) 724-4000
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(Registrant's Telephone Number,
Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
At their regular meeting on December 16, the Board of Directors (the
"Board") of Eastman Kodak Company, a New Jersey corporation (the "Company"),
approved a number of changes to the Company's by-laws (the "By-laws") and
amended and restated the By-laws to effect those changes. The changes to the
By-laws generally have the effect of modernizing and clarifying the By-laws, in
some cases by setting forth specific procedures for actions by shareholders and
directors, and conforming certain provisions of the By-laws to the current
provisions set forth in the New Jersey Business Corporation Act and the
Company's Certificate of Incorporation.
Among other items, the Board adopted a typical advance notice provision
for public companies requiring shareholders to provide the Company with written
notice of any matters (other than proposals submitted pursuant to Rule 14a-8 of
the Securities and Exchange Act of 1934) the shareholder desires to bring before
any annual meetings, including nominations for directors, at least 90 days prior
to the anniversary of the preceding year's annual meeting, clarified the
procedures for the calling of special meetings and actions by written consent by
shareholders, clarified the indemnification and expense reimbursement standards
and procedures for directors and officers, made provisions for notices of
meetings by facsimile and email, established procedures for setting up Board
committees and raised the quorum requirement to a majority for meetings of the
Board, removed the requirement that the annual meeting must be held in May and,
consistent with recently adopted New York Stock Exchange listing standards,
required that each standing committee have a charter approved by the Board. In
addition, the changes to the By-laws eliminated certain provisions already
provided for by operation of New Jersey law.
The description of the amendments to the By-laws set forth herein is
qualified in its entirety by reference to the Amended and Restated By-laws
attached as Exhibit 3 and hereby incorporated in its entirety.
ITEM 7. EXHIBITS.
(3) Amended and Restated By-laws, dated December 16, 2003.
Page 2 of 4 Pages
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/ James M. Quinn
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Name: James M. Quinn
Title: Secretary and Assistant
General Counsel
Date: December 17, 2003
Page 3 of 4 Pages
EXHIBIT INDEX
Exhibit No. Description
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(3) Amended and Restated By-laws, dated December 16, 2003.
Page 4 of 4 Pages