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Published: 2023-06-22 16:05:23 ET
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0000024741 true CORNING INC /NY true true 0000024741 2023-04-27 2023-04-27 0000024741 glw:CommonStock0.50ParValuePerShareMember 2023-04-27 2023-04-27 0000024741 glw:ThreePointEightSeventyFivePercentageNotesDue2026Member 2023-04-27 2023-04-27 0000024741 glw:FourPointOneTwentyFivePercentageNotesDue2031Member 2023-04-27 2023-04-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

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)
3.875% Notes due 2026     New York Stock Exchange (NYSE)
4.125% Notes due 2031     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).

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))

 

 

 

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K dated May 1, 2023 filed by Corning Incorporated (the “Company”) with the U.S. Securities and Exchange Commission (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company's 2023 Annual Meeting of Shareholders held on April 27, 2023 (the “2023 Annual Meeting”). The sole purpose of this Amendment is to disclose the Company's decision regarding how frequently it will conduct future shareholder advisory votes to approve the compensation of the Company's named executive officers (“say on pay”). No other changes have been made to the Original Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(d) As previously reported in the Original Form 8-K, in a non-binding advisory vote held at the 2023 Annual Meeting, shareholders approved the frequency of future say on pay votes as set forth below:

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     - 

The Company’s Board of Directors (the “Board’) has considered the outcome of this advisory vote and has determined, consistent with the recommendation made by the Board in the Company’s proxy statement for the 2023 Annual Meeting, that the Company will continue to hold an annual say on pay vote until the next vote on the frequency of holding such advisory votes, which is required to occur no later than the Company's 2029 Annual Meeting of Shareholders.

 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  June 22, 2023 CORNING INCORPORATED
     
  By:  /s/ Linda E. Jolly
    Linda E. Jolly
    Vice President and Corporate Secretary