Item 1.01 Entry into a Material Definitive Agreement.
On December 24, 2020, Eastman Kodak Company (the "Company"), Longleaf Partners
Small-Cap Fund, C2W Partners Master Fund Limited, and Deseret Mutual Pension
Trust (collectively, the "Holders"), and Southeastern Asset Management, Inc.
("Southeastern") entered into an amendment (the "Amendment") to the Series A
Preferred Stock Purchase Agreement dated November 7, 2016 by and among the
Company, the Holders and Southeastern (the "Purchase Agreement"). The Amendment
removed from the Purchase Agreement the contractual right of the Holders to
nominate individuals to serve on the Board of Directors of the Company on a pro
rata basis. Immediately prior to the Amendment, the formula in the Purchase
Agreement entitled the Holders to nominate one individual for election to the
Board. Following Mr. Bradley's resignation reported in Item 5.02 below, Jeffrey
D. Engelberg remains the only member of the Company's Board of Directors
originally nominated by the Holders.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On December 24, 2020, Richard Todd Bradley, who was originally nominated
for election to the Board of Directors of the Company by the Holders, resigned
from the Board of Directors of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 24, 2020, the Company filed a Certificate of Amendment to its
Certificate of Incorporation (the "Certificate of Amendment") which was
effective upon filing. The Certificate of Amendment amended the terms of the
Company's 5.50% Series A Convertible Preferred Stock (the "Series A Preferred
Stock") to eliminate the right of the Holders of Series A Preferred Stock to
vote with holders of the Company's Common Stock, par value $.01 per share, on an
as converted basis. The Certificate of Amendment did not eliminate any separate
class vote to which the Holders are entitled. A copy of the Certificate of
Amendment is filed as Exhibit 3.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Certificate of Amendment to the Second Amended and Restated Certificate
of Incorporation, effective as of December 24, 2020.
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EASTMAN KODAK COMPANY 
