UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2021
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CORNING INCORPORATED
(Exact name of registrant as specified in charter)
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| New York | 1-3247 | 16-0393470 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | 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)
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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)) |
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| ☐ | 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:
| | Trading | | Name of each exchange |
| Title of each class | | Symbol(s) | | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2021, the Board of Directors (the “Board”) of Corning Incorporated (“Corning”), acting upon the recommendation of its Nominating and Corporate Governance Committee, appointed Ms. Pamela J. Craig to the Board effective immediately. Ms. Craig is the former chief financial officer of Accenture plc. Ms. Craig will serve on the Audit Committee and the Corporate Responsibility and Sustainability Committee of the Board.
Ms. Craig will receive the same compensation as other non-employee Corning directors, which is described in Corning’s 2021 Proxy Statement under “Director Compensation.” There are no arrangements or understandings between Ms. Craig and any other person pursuant to which she was selected to serve as a director. Ms. Craig has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The press release issued by the Corning on June 29, 2021 announcing the appointment of Ms. Craig to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed as part of this Report:
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/ Linda E. Jolly | |
| | Name: | Linda E. Jolly | |
| | Title: | Vice President and Corporate Secretary | |
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| Date: June 29, 2021 | | | | |
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