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GLW > SEC Filings for GLW > Form 8-K on 26-Apr-2013All Recent SEC Filings

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Form 8-K for CORNING INC /NY


26-Apr-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Sec


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Gordon Gund, 72, Chairman and Chief Executive Officer of Gund Investment Corporation, retired from the Corning Incorporated Board of Directors after the April 25, 2013 Annual Meeting of Shareholders pursuant to the Board's mandatory retirement policy, and after nearly 23 years as a Corning Director. Dr. H. Onno Ruding, 72, Retired Vice Chairman of Citicorp and Citibank, N.A. and former Minister of Finance of The Netherlands, also retired from the Corning Incorporated Board of Directors after the April 25, 2013 Annual Meeting of Shareholders pursuant to the Board's mandatory retirement policy, and after 18 years as a Corning Director.

On April 24, 2013, the Compensation Committee of the Board of Directors met and approved a one-year retention compensation arrangement for Mr. James B. Flaws, Vice Chairman and Chief Financial Officer of the Company. That arrangement is designed to encourage Mr. Flaws' continued employment at the Company beyond his expected retirement date, and to allow for staggered executive successions. As a retention incentive, Mr. Flaws will be eligible to receive a cash payment of $1,500,000 as of May 1, 2014, so long as he remains an officer of the Company as of such date.



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) - (b) Our Annual Meeting of Shareholders was held on April 25, 2013. At that meeting, shareholders elected each of the twelve nominees to the Board of Directors for a one-year term: John Seely Brown, Stephanie A. Burns, John A. Canning, Jr., Richard T. Clark, Robert F. Cummings, Jr., James B. Flaws, Kurt M. Landgraf, Kevin J. Martin, Deborah D. Rieman, Hansel E. Tookes II, Wendell P. Weeks and Mark S. Wrighton. Shareholders also voted: in favor of the advisory vote on executive compensation of our Named Executive Officers; and ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2013. Those elected and the final voting results are as follows:

1. Election of Directors:

                                                                                   Broker
 Name                        Votes For       Votes Against        Abstain         Non-Votes
 John Seely Brown            969,534,041         39,628,843       5,751,400       233,476,998
 Stephanie A. Burns          987,711,987         22,316,533       4,886,164       233,476,998
 John A. Canning, Jr.        992,336,839         16,721,787       5,856,240       233,476,998
 Richard T. Clark            977,984,021         31,753,701       5,176,972       233,476,998
 Robert F. Cummings, Jr.     859,865,921        149,871,974       5,176,789       233,476,998
 James B. Flaws              862,834,788        147,228,370       4,851,707       233,476,998
 Kurt M. Landgraf            976,775,099         32,169,910       5,969,685       233,476,998
 Kevin J. Martin             998,499,580         11,089,468       5,325,636       233,476,998
 Deborah D. Reiman           972,035,947         37,152,531       5,726,388       233,476,998
 Hansel E. Tookes II         954,736,002         54,458,762       5,719,930       233,476,998
 Wendell P. Weeks            969,126,013         36,546,223       9,242,448       233,476,998
 Mark S. Wrighton            998,263,605         10,883,846       5,767,415       233,476,998




                                                                                                Broker
                                         Votes For       Votes Against        Abstain          Non-Votes
2. Approve executive compensation of     706,396,953        292,345,007       16,172,906       233,476,998
Named
  Executive Officers, as disclosed
in the
  Proxy Statement




                                                                        Votes
                                                    Votes For          Against          Abstain
3. Ratify appointment of                           1,224,750,006       17,940,959       5,700,049
PricewaterhouseCoopers LLP
  as our independent registered public
accounting firm
  for fiscal year ending December 31, 2013


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: April 26, 2013

CORNING INCORPORATED

By: /s/ Vincent P. Hatton
Senior Vice President and
General Counsel

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