UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 26, 2020
CORNING INCORPORATED
(Exact name of registrant as specified in charter)
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New York | | 1-3247 | | 16-0393470 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
One Riverfront Plaza, Corning, New York | | 14831 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (607) 974-9000
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock | | 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). 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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In light of recent developments concerning the coronavirus pandemic and recent governmental actions, including by the Governor of the State of New York, effective March 26, 2020, the Board of Directors of Corning Incorporated (the “Company”) amended and restated the Company’s By-Laws (the “Amended and Restated By-Laws”) to:
| | • | allow the Board of Directors of the Company discretion to designate, to the extent permitted by law, that a meeting of the shareholders be held by means of remote communication in lieu of (with respect to the 2020 annual meeting of shareholders), or in addition to, a physically located meeting of the shareholders; and |
| | • | provide for a shorter period, which may be less than 10 days, within which notice of an annual or special meeting of shareholders may be served, so long as such period is permitted by applicable law. |
This description of the amendments to the By-Laws is qualified in its entirety by reference to the text of the Amended and Restated By-Laws filed as Exhibit 3.1 to this Report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.
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.
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CORNING INCORPROATED |
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By: | | /s/ Linda E. Jolly |
Name: | | Linda E. Jolly |
Title: | | Vice President and Corporate Secretary |
Date: March 30, 2020
