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 29, 2014
CORNING INCORPORATED
(Exact name of registrant as specified in its charter)
| New York | 1-3247 | 16-0393470 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| One Riverfront Plaza, Corning, New York | 14831 | |
| (Address of principal executive offices) | (Zip Code) |
(607) 974-9000
(Registrant’s telephone number, including area code)
N/A
(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
John Seely Brown, 74, Retired Chief Scientist of Xerox Corporation, retired from the Corning Incorporated Board of Directors following the April 29, 2014 Annual Meeting of Shareholders pursuant to the Board’s mandatory retirement policy, and after nearly 18 years as a Corning Director.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) – (b) Our Annual Meeting of Shareholders was held on April 29, 2014. At that meeting, shareholders elected each of the twelve nominees to the Board of Directors for a one-year term: Stephanie A. Burns, John A. Canning, Jr., Richard T. Clark, Robert F. Cummings, Jr., James B. Flaws, Deborah A. Henretta, Kurt M. Landgraf, Kevin J. Martin, Deborah D. Rieman, Hansel E. Tookes II, Wendell P. Weeks and Mark S. Wrighton. Shareholders also voted: to approve (on an advisory basis) the compensation of our named executive officers, as disclosed in the Proxy Statement; to approve the adoption of our 2014 Variable Compensation Plan; and to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2014. The final voting results are as follows:
1. Election of Directors:
| Name |
Votes For | Votes Against | Abstain | Broker Non-Votes |
||||||||||||
| Stephanie A. Burns |
952,377,028 | 11,277,346 | 3,471,411 | 213,364,467 | ||||||||||||
| John A. Canning, Jr. |
952,406,934 | 11,403,536 | 3,315,315 | 213,364,467 | ||||||||||||
| Richard T. Clark |
951,652,298 | 12,083,695 | 3,389,792 | 213,364,467 | ||||||||||||
| Robert F. Cummings, Jr. |
841,557,361 | 122,417,878 | 3,150,281 | 213,364,467 | ||||||||||||
| James B. Flaws |
806,907,736 | 157,170,529 | 3,047,520 | 213,364,467 | ||||||||||||
| Deborah A. Henretta |
955,307,165 | 8,346,405 | 3,472,215 | 213,364,467 | ||||||||||||
| Kurt M. Landgraf |
957,104,227 | 6,824,542 | 3,197,016 | 213,364,467 | ||||||||||||
| Kevin J. Martin |
955,639,705 | 7,887,656 | 3,598,324 | 213,364,467 | ||||||||||||
| Deborah D. Reiman |
950,164,908 | 13,934,567 | 3,026,303 | 213,364,467 | ||||||||||||
| Hansel E. Tookes II |
944,397,068 | 19,636,480 | 3,092,227 | 213,364,467 | ||||||||||||
| Wendell P. Weeks |
935,194,643 | 26,037,558 | 5,893,584 | 213,364,467 | ||||||||||||
| Mark S. Wrighton |
956,178,336 | 7,698,306 | 3,249,143 | 213,364,467 | ||||||||||||
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|||||||||||||
| 2. Approve (on an advisory basis) the compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement: |
913,766,407 | 39,226,629 | 14,132,479 | 213,364,467 | ||||||||||||
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|||||||||||||
| 3. Approve adoption of the Corning Incorporated 2014 Variable Compensation Plan, as disclosed in the Proxy Statement: |
928,914,954 | 32,424,540 | 5,785,991 | 213,364,467 | ||||||||||||
| Votes For | Votes Against |
Abstain | ||||||||||
| 4. Ratify appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending December 31, 2014: |
1,159,724,382 | 16,366,888 | 4,398,982 | |||||||||
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 2, 2014
| CORNING INCORPORATED | ||||
| By: | /s/ Linda E. Jolly | |||
| Corporate Secretary | ||||