UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2024, Richard T. Clark, former Chairman, Chief Executive Officer and President of Merck & Co., Inc., retired from the Corning Incorporated (the “Company”) Board of Directors (the “Board”) after the May 2, 2024 Annual Meeting of Shareholders pursuant to the Board’s mandatory retirement policy, and after 12 years as a Corning Director and 11 years as Lead Independent Director. The Company’s independent directors appointed Stephanie A. Burns as Lead Independent Director, effective May 2, 2024. Dr. Burns is the former Chairman and Chief Executive Officer of Dow Corning Corporation and has served on the Company’s Board since 2012. Additionally, Mr. Donald W. Blair, retired Executive Vice President and Chief Financial Officer, Nike, Inc., retired from the Board of Directors following the 2024 Annual Meeting, after 10 years as a Corning Director.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 2, 2024. Of the 855,352,470 shares outstanding and entitled to vote (as of the March 5, 2024 record date), 750,286,843 shares were represented at the meeting, or an 87.71% 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 14 individuals to the Board to serve as directors until the Annual Meeting of Shareholders in 2025 and until their successors have been duly elected and qualified:
| Name | Votes For | Votes Against | Abstain |
Broker |
| Leslie A. Brun | 645,609,885 | 16,522,827 | 1,085,829 | 87,068,302 |
| Stephanie A. Burns | 640,103,510 | 22,050,461 | 1,064,570 | 87,068,302 |
| Pamela J. Craig | 650,179,230 | 11,992,055 | 1,047,256 | 87,068,302 |
| Robert F. Cummings, Jr. | 626,630,096 | 35,485,270 | 1,103,175 | 87,068,302 |
| Roger W. Ferguson, Jr. | 631,406,276 | 30,676,735 | 1,135,530 | 87,068,302 |
| Thomas D. French | 656,634,048 | 5,391,268 | 1,193,225 | 87,068,302 |
| Deborah A. Henretta | 645,814,426 | 16,221,851 | 1,182,264 | 87,068,302 |
| Daniel P. Huttenlocher | 655,241,864 | 6,816,206 | 1,160,471 | 87,068,302 |
| Kurt M. Landgraf | 627,172,587 | 34,893,134 | 1,152,820 | 87,068,302 |
| Kevin J. Martin | 629,658,180 | 32,388,636 | 1,171,725 | 87,068,302 |
| Deborah D. Rieman | 622,399,299 | 39,756,534 | 1,062,708 | 87,068,302 |
| Hansel E. Tookes II | 562,137,912 | 99,509,322 | 1,571,307 | 87,068,302 |
| Wendell P. Weeks | 620,195,357 | 40,023,207 | 2,999,977 | 87,068,302 |
| Mark S. Wrighton | 644,496,678 | 17,590,517 | 1,131,346 | 87,068,302 |
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 2024 proxy statement.
| Votes For | Votes Against | Abstain |
Broker |
| 580,645,392 | 79,823,314 | 2,749,835 | 87,068,302 |
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, 2024.
| Votes For | Votes Against | Abstain |
Broker |
| 720,462,828 | 28,681,733 | 1,142,282 | - |
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 | |
Date: May 3, 2024