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
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Date of Report (Date of Earliest Event Reported):
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April 29, 2010
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Corning Incorporated
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(Exact name of registrant as specified in its charter)
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New York
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1-3247
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16-0393470
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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One Riverfront Plaza, Corning, New York
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14831
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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607-974-9000
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Not Applicable
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Former name or former address, if changed since last report
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
2010 VARIABLE COMPENSATION PLAN
At the annual meeting of shareholders held on April 29, 2010, the shareholders of the Company
approved the 2010 Variable Compensation Plan (the 2010 Incentive Plan). The following description
is qualified in its entirety by reference to the full text of the 2010 Incentive Plan as set forth
in Exhibit 99.1.
Purpose: The 2010 Incentive Plan is designed to provide a competitive incentive opportunity in
order to attract and retain key executives. The 2010 Incentive Plan provides bonus compensation
for those employees who have broad responsibilities for profits and performance at the worldwide
corporate level and whose compensation may be subject to the scope of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the Code).
Administration: The 2010 Incentive Plan will be administered by a committee (the Committee)
appointed by the Board of Directors, consisting of at least three directors, each of whom is an
outside director, as such term is defined in regulations under Section 162(m) of the Code. The
members of the Committee will serve as such without compensation other than the regular fees to
which they are entitled for attending meetings of the Board of Directors or any committee thereof.
Eligibility and Participation: The participants in the 2010 Incentive Plan will be Cornings chief
executive officer and other highly compensated executive officers whose compensation may be subject
to the deductibility provisions of Section 162(m) of the Code.
Payments under the 2010 Incentive Plan: No participant in the 2010 Incentive Plan may receive a
payment for any fiscal years performance in excess of $5,000,000.
How the 2010 Incentive Plan may be Amended or Terminated: The Board of Directors may amend, modify
or terminate the 2010 Incentive Plan as it deems appropriate to meet the 2010 Incentive Plans
purposes, subject to shareholder approval to the extent required by Section 162(m) of the Code,
other applicable law, or the rules of the New York Stock Exchange.
Termination Date: The 2010 Incentive Plan will terminate on May 1, 2015, unless earlier terminated
by Cornings Board of Directors or replaced by a new plan.
2010 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS
At the annual meeting of shareholders held on April 29, 2010, the shareholders of the Company
approved the 2010 Equity Plan for Non-Employee Directors (the 2010 Plan). The following
description is qualified in its entirety by reference to the full text of the 2010 Plan as set
forth in Exhibit 99.2.
Purpose: The 2010 Plan is designed to assist Corning in attracting, retaining and rewarding
individuals to serve as its directors, to more closely align our directors interests with those of
our shareholders, and to provide incentives for our directors to exert maximum efforts for
Cornings success.
Administration: The 2010 Plan will be administered by the Compensation Committee of the Board of
Directors (the Committee). The Committee will have broad discretionary authority (within the
parameters specified in the 2010 Plan) including, but not limited to: determining the
transferability of awards; interpreting the 2010 Plans provisions; and administering the 2010 Plan
in a manner that is consistent with its purpose.
Eligibility and Participation: Only persons who, at the time of an award of shares or the grant of
an option, are directors and who are not employees of Corning or any affiliated entity are eligible
to participate in the 2010 Plan.
Number of Shares to be Optioned or Granted under the 2010 Plan: Subject to adjustment as
contemplated by the 2010 Plan, the maximum number of shares of Common Stock that may be used for
awards and the settlement of options is 1,250,000.
How the 2010 Plan may be Amended or Terminated: The Board of Directors may amend, modify, suspend
or terminate the 2010 Plan at any time, provided, however, that such amendment may not (i) increase
the number of shares of Common Stock available under the 2010 Plan, or (ii) reduce the exercise
price of any option to less than 100% of the New York Stock Exchange closing price as of the date
of grant or allow for repricing of options, unless such amendment is properly approved by the
Companys shareholders. No amendment shall adversely affect any outstanding award or option
without the holders consent.
Termination Date: The 2010 Plan will terminate on May 1, 2020.
RETIREMENT AND CONTINUING BENEFITS TO JAMES R. HOUGHTON
On April 29, 2010, Mr. James R. Houghton retired from the Companys Board of Directors upon
reaching our directors mandatory retirement age of 74.
In connection with Mr. Houghtons service as Chairman of the Board Emeritus, the Compensation
Committee of the Companys Board of Directors (consisting solely of independent directors) on April
28, 2010, approved his continuing to receive certain benefits and services, including a security
system at his residence; travel expenses associated with business travel conducted at the Companys
request; use of certain office space; salaries and benefits for administrative staff; office
furniture, supplies and services; and computer/information technology services and expenses. The
cost of the current and continuing services is estimated to be approximately $200,000 to $250,000
per year. Mr. Houghton also continues to be entitled to benefits as a retired employee of the
Company. The Compensation Committee approved continuation of such benefits in recognition of Mr.
Houghtons prior service to Corning.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of shareholders, on April 29, 2010, the shareholders of the Company
approved the amendment and restatement of the Companys Restated Certificate of Incorporation dated
December 6, 2000, and filed with the Secretary of State of the State of New York on January 22,
2001, as amended by the Certificate of Amendment filed with the Secretary of State of the State of
New York on August 5, 2002 (the Certificate of Incorporation), to declassify the Board of
Directors. The Board of Directors approved further amendments to delete provisions that are no
longer applicable and to make certain other clarifying and updating changes. The new Certificate
of Incorporation, as amended and restated, is dated April 30, 2010 and was filed with the New York
Secretary of State on May 4, 2010 (the Restated Certificate of Incorporation). Additionally, on
April 29, 2010 and effective on that day, the Board of Directors amended the Companys By-Laws to
reflect the declassification of the Board of Directors and to make other clarifications.
The amendments to the Certificate of Incorporation include:
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1.
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Paragraphs 5(a) and 5(b) Revised to provide that the term of office for director
nominees elected at the 2010 Annual Meeting of shareholders will expire at the 2013 Annual
Meeting of shareholders, at which time such directors will be eligible for re-election for
a term expiring at the 2014 Annual Meeting of shareholders. Continuing directors whose
current terms expire at the 2011 or 2012 Annual Meetings of shareholders, respectively,
will serve the remainder of their terms, and the term of office for director nominees
elected at the 2011 or 2012 Annual Meeting of Shareholders will expire at the next Annual
Meeting of shareholders. Any director appointed to the Board as a result of an increase in
the size of the Board or to fill a vacancy on the Board will hold office until the next
Annual Meeting of shareholders, at which the director will be eligible to stand for
re-election for a term expiring at the next Annual Meeting of shareholders. Beginning with
the 2013 Annual Meeting of shareholders, all directors will stand for election for terms
expiring at the next Annual Meeting of shareholders.
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2.
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Paragraphs 4A, 4B, and 4C Deletes references to Series A, Series B and Series C
Preferred Stock because those Series of Preferred Stock are not currently outstanding and
will not be issued. The Company may still issue up to 10,000,000 shares of Preferred
Stock in the future.
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3.
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The designation and numbering of paragraphs has been revised.
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The amendments to the By-Laws include:
Directors:
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1.
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Article III, sections 3.1(a) and 3.5 Deletes the classified election of directors,
and phases in annual election of directors. Also eliminates the filling of vacancies by
class.
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2.
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Article III, section 3.9 Deletes statement that Audit Committee member acts as
Secretary.
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Miscellaneous:
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3.
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Article VIII, section 8.4 Expands the types of related corporate entities for which
directors and officers can receive indemnification if a legal action or proceeding is
brought. Requires that the indemnified officer or director is serving in that entitys
position at the Companys request.
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4.
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Throughout Changes whole Board to entire Board.
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The Restated Certificate of Incorporation dated April 30, 2010 and filed with the Secretary of
State of New York on May 4, 2010, is attached hereto as Exhibit 3(i)1; and the previous Restated
Certificate of Incorporation dated December 6, 2000 and filed with the Secretary of State of the
State of New York on January 22, 2001, and the Certificate of Amendment to Restated Certificate of
Incorporation filed with the Secretary of State of the State of New York on August 5, 2002 are
attached hereto as Exhibit 3(i)2 and Exhibit 3(i)3, respectively. The By-Laws as amended to and
effective as of April 29, 2010 are attached hereto as Exhibit 3(ii)1; and the previous By-Laws,
effective as of February 4, 2009, are attached hereto as Exhibit 3(ii)2. The foregoing description
of the Certificate of Amendment and the By-Laws does not purport to be complete and is qualified in
its entirety by reference to the Certificate of Incorporation attached hereto as Exhibit 3(i)1 and
the By-Laws attached hereto as Exhibit 3(ii)1.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
(a) (c) Our annual meeting of shareholders was held on April 29, 2010. At that meeting,
shareholders elected Robert F. Cummings, Jr., Carlos M. Gutierrez, William D. Smithburg, Hansel E.
Tookes II and Wendell P. Weeks as directors for terms expiring at our annual meeting of
shareholders in 2013. Shareholders also voted to ratify the appointment of PricewaterhouseCoopers
LLP as our independent registered public accounting firm for fiscal year 2010, in favor of the 2010
Variable Compensation Plan, 2010 Equity Plan for Non-Employee Directors, and the amendment and
restatement of the Restated Certificate of Incorporation to declassify the Board of Directors. In
addition, shareholders voted in favor of the shareholder proposal requesting the Board to amend
each shareholder voting requirement in the Companys charter and bylaws calling for a greater than
simple majority vote to a majority of votes cast. Those elected and the results of voting are as
follows:
NOMINATION AND ELECTION OF DIRECTORS
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Robert F. Cummings, Jr.
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1,197,462,455
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18,725,936
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157,080,462
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Carlos M. Gutierrez
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1,196,077,591
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20,110,800
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157,080,462
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William D. Smithburg
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1,188,225,799
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27,962,592
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157,080,462
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Hansel E. Tookes II
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1,171,016,201
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45,172,190
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157,080,462
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Wendell P. Weeks
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1,175,043,838
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41,144,553
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157,080,462
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John Seely Brown, Gordon Gund, Kurt M. Landgraf and H. Onno Ruding continued as directors for
terms expiring at the annual meeting of shareholders in 2011, and James B. Flaws, James J.
OConnor, Deborah D. Rieman, Peter F. Volanakis, and Mark S. Wrighton continued as directors for
terms expiring at the annual meeting of shareholders in 2012.
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Votes For
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Votes Against
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Abstain
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Ratify appointment of LLP
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1,347,912,376
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23,180,666
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2,175,811
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PricewaterhouseCoopers
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as our independent
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registered public
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accounting firm for fiscal
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year ending December 31,
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2010
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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Approve 2010 Variable
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1,169,821,761
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42,163,928
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4,202,702
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157,080,462
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Compensation Plan
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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Approve 2010 Equity Plan
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1,134,621,402
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76,910,204
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4,656,785
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157,080,462
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for Non-Employee
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Directors
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Votes For
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Votes Against
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Abstain
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Approve amendment and
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1,353,750,094
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13,374,507
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6,144,252
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to restatement of Restated
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Certificate of
Incorporation
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declassify Board of
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Directors
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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Shareholder proposal than
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1,035,593,956
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175,093,779
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5,500,656
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157,080,462
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requesting that the Board
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amend each shareholder
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voting requirement in the
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Companys charter and
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bylaws calling for a
greater
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simple majority vote to a
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majority of votes cast
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SIGNATURES
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.
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Corning Incorporated
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May 5, 2010
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By:
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/S/ VINCENT P. HATTON
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Name: VINCENT P. HATTON
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Title: Senior Vice President and General Counsel
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Exhibit Index
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Exhibit No.
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Description
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3.(i)1
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Restated Certificate of Incorporation dated April 29, 2010, filed with the Secretary of State of the State of New York on May 4, 2010
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3.(i)2
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Restated Certificate of Incorporation dated December 6, 2000, filed with the Secretary of State of the State of New York on January 22, 2001
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3.(i)3
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Certificate of Amendment to Restated Certificate of Incorporation filed with the Secretary of State of the State of New York on August 5, 2002
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3.(ii)1
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By-Laws of the Company amended to and effective as of April 29, 2010
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3.(ii)2
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By-Laws of the Company amended to and effective as of February 4, 2009
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99.1
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2010 Variable Compensation Plan (Incorporated by reference to Appendix A of Corning Proxy Statement, Definitive 14A filed March 15, 2010 for April 29, 2010 Annual Meeting of Shareholders)
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99.2
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2010 Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix B of Corning Proxy Statement, Definitive 14A filed March 15, 2010 for April 29, 2010 Annual Meeting of Shareholders)
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