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): May 23, 2017

Eastman Kodak Company
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (585) 724-4000

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 Exchange 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))

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

On May 23, 2017, the Board of Directors of Eastman Kodak Company (the “Company”) approved an amendment to Article 2, Section 1 of the Company’s Third Amended and Restated By-Laws (the “By-Laws”), to reduce the minimum number of Directors that may constitute the Board of Directors from nine to seven. The amendment to the By-Laws was made in order to permit the number of Directors comprising the Board following the May 23, 2017 Annual Meeting of Shareholders and to provide greater flexibility to the Board regarding its size.  No other changes were made to the By-Laws. The amendment is contained in the Fourth Amended and Restated By-Laws of Eastman Kodak Company, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.

The 2017 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) was held on May 23, 2017 at 9:00 a.m. ET at The Benjamin, 125 East 50^th Street, New York, NY.  The Company filed its definitive Proxy Statement for the proposals voted upon at the Annual Meeting with the Securities and Exchange Commission on April 10, 2017 and filed a supplement thereto with the Securities and Exchange Commission on May 18, 2017.  As of March 29, 2017, the record date for the Annual Meeting, there were 42,451,096 shares of common stock and 2,000,000 shares of 5.50% Series A convertible preferred stock (“Series A Preferred Stock”) issued and outstanding.  Holders of shares of common stock and Series A Preferred Stock vote together as a single class, with holders of common stock having one vote per share and holders of Series A Preferred Stock having 5.7471 votes per share (representing the number of shares of common stock into which each share of Series A Preferred Stock was convertible as of the record date). Accordingly, a total of 53,945,296 votes were entitled to be cast at the Annual Meeting.  Holders of shares representing an aggregate of 52,184,620 votes were present or represented at the Annual Meeting, constituting a quorum for the transaction of business.

The matters submitted to a vote of security holders at the Annual Meeting were as follows:

2

3

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.

Date:  May 25, 2017

4