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) | April 27, 2023 |
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation) | 1-3247
(Commission File Number) | 16-0393470
(I.R.S. Employer Identification No.) |
One Riverfront Plaza, Corning, New York
(Address of principal executive offices) | | 14831
(Zip Code) |
(607) 974-9000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.50 par value per share | | GLW | | New York Stock Exchange (NYSE) |
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).
| 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 5.07. Submission of Matters to a Vote of Security Holders.
Corning Incorporated (the “Company”) held its Annual Meeting of Shareholders on April 27, 2023. Of the 847,231,784 shares outstanding and entitled to vote (as of the February 28, 2023 record date), 739,767,945 shares were represented at the meeting, or an 87.31% quorum. The final results of voting for each matter submitted to a vote of shareholders at the meeting are as follows:
Proposal 1. Election of Directors. Elected the following 15 individuals to the Board of Directors (the “Board”) of the Company to serve as directors until the Annual Meeting of Shareholders in 2024 and until their successors have been duly elected and qualified:
| Name | Votes For | Votes Against | Abstain | Broker
Non-Votes |
| Donald W. Blair | 639,421,260 | 6,432,667 | 1,056,749 | 92,857,269 |
| Leslie A. Brun | 632,079,934 | 13,931,734 | 899,008 | 92,857,269 |
| Stephanie A. Burns | 631,136,700 | 14,871,743 | 902,233 | 92,857,269 |
| Richard T. Clark | 616,991,740 | 28,872,987 | 1,045,949 | 92,857,269 |
| Pamela J. Craig | 637,131,553 | 8,756,206 | 1,022,917 | 92,857,269 |
| Robert F. Cummings, Jr. | 619,134,442 | 26,721,013 | 1,055,221 | 92,857,269 |
| Roger W. Ferguson, Jr. | 621,282,406 | 24,526,843 | 1,101,427 | 92,857,269 |
| Deborah A. Henretta | 638,372,217 | 7,601,879 | 936,580 | 92,857,269 |
| Daniel P. Huttenlocher | 640,976,014 | 4,935,594 | 999,068 | 92,857,269 |
| Kurt M. Landgraf | 614,289,877 | 31,531,769 | 1,089,030 | 92,857,269 |
| Kevin J. Martin | 620,481,049 | 25,366,953 | 1,062,674 | 92,857,269 |
| Deborah D. Rieman | 617,062,913 | 28,843,921 | 1,003,842 | 92,857,269 |
| Hansel E. Tookes II | 589,278,033 | 56,547,276 | 1,085,367 | 92,857,269 |
| Wendell P. Weeks | 615,196,718 | 29,830,368 | 1,883,590 | 92,857,269 |
| Mark S. Wrighton | 631,385,687 | 14,435,018 | 1,089,971 | 92,857,269 |
Proposal 2. Advisory Vote to Approve the Compensation of our Named Executive Officers (Say on Pay): Approved, on an advisory basis (non-binding), the compensation of the Company’s named executive officers as described in detail in the Compensation Discussion and Analysis and the accompanying tables in our 2023 proxy statement.
| Votes For | Votes Against | Abstain | Broker
Non-Votes |
| 586,183,420 | 57,733,935 | 2,993,321 | 92,857,269 |
Proposal 3. Ratification of the Appointment Independent Registered Public Accounting Firm: Ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the year ending December 31, 2023.
| Votes For | Votes Against | Abstain | Broker
Non-Votes |
| 714,366,325 | 24,301,251 | 1,100,369 | - |
Proposal 4. Advisory Vote on the Frequency with Which We Hold the Advisory Vote on Executive Compensation:
Votes For
Every Year | % | Votes For
Every Two
Years | % | Votes For
Every Three
Years | % | Abstain | Broker
Non-Votes |
| 630,428,367 | 97.65 | 1,327,851 | .20 | 13,837,804 | 2.14 | 1,316,654 | - |
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.
| | CORNING INCORPORATED |
| | | |
| | By: | /s/ Linda E. Jolly |
| | Name: | Linda E. Jolly |
| | Title: | Vice President and Corporate Secretary |
Date: May 1, 2023
