8-KThe WireRed Alert
Executive Change · Shareholder Vote
Filed May 5, 2025 · 1y ago · Accession 0001206774-25-000340
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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)
May 1, 2025
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
3.875% Notes due 2026
GLW26
New York Stock Exchange
4.125% Notes due 2031
GLW31
New York Stock Exchange
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
May 1, 2025, Deborah A. Henretta, retired Group President of Global E-Business, Procter & Gamble; Deborah D. Rieman, retired Executive
Chairman, Metamarkets Group; and Mark S. Wrighton, Professor and Chancellor Emeritus, Washington University in St. Louis, retired from
the Corning Incorporated (the “Company”) Board of Directors (the “Board”) after the May 1, 2025 Annual Meeting
of Shareholders, and after 11, 25, and 16 years of service, respectively.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
The Company
held its Annual Meeting of Shareholders on May 1, 2025. Of the 856,777,024 shares outstanding and entitled to vote (as of the March 3,
2025 record date), 743,257,714 shares were represented at the meeting, or an 86.75% quorum. The final results of voting for each
matter submitted to a vote of shareholders at the meeting were as follows:
Proposal
1. Election of Directors. Elected the following 9 individuals to the Board to serve as directors until the Annual Meeting of Shareholders
in 2026 and until their successors have been duly elected and qualified:
Name
Votes
For
Votes
Against
Abstain
Broker
Non-Votes
Leslie
A. Brun
643,374,471
6,038,125
921,408
92,923,710
Stephanie
A. Burns
598,661,754
40,130,918
11,541,332
92,923,710
Pamela
J. Craig
643,038,913
6,457,337
837,754
92,923,710
Robert
F. Cummings, Jr.
617,865,597
30,576,579
1,891,828
92,923,710
Roger
W. Ferguson, Jr.
616,785,494
31,351,646
2,196,864
92,923,710
Thomas
D. French
646,322,338
3,089,495
922,171
92,923,710
Daniel
P. Huttenlocher
645,591,868
3,792,484
949,652
92,923,710
Kevin
J. Martin
618,153,404
30,270,230
1,910,370
92,923,710
Wendell
P. Weeks
616,515,081
30,493,257
3,325,666
92,923,710
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 2025 proxy statement.
Votes For
Votes Against
Abstain
Broker
Non-Votes
555,670,173
92,059,339
2,604,492
92,923,710
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, 2025.
Votes For
Votes Against
Abstain
Broker
Non-Votes
709,615,197
27,370,798
6,271,719
-
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/ Melissa J. Gambol
Name:
Melissa J. Gambol
Title:
Vice President and Corporate Secretary
Date: May 2, 2025
Filing details
- Company
- CORNING INC /NY
- Ticker
- GLW
- CIK
- 24741
- Form type
- 8-K
- Filing date
- May 5, 2025
- Report date
- May 1, 2025
- Document
- glw4477641-8k.htm
- Size
- 268 KB