8-K

 

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): October 7, 2009

Corning Incorporated
__________________________________________
(Exact name of registrant as specified in its charter)

New York	1-3247	16-0393470
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. 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

Not Applicable
______________________________________________
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))

Item 7.01 Regulation FD Disclosure.

The Corning Incorporated press release dated October 7, 2009, relating to the Board of Directors unanimously approving a plan to declassify its board structure, and also adopting a majority voting policy for the election of directors, is attached hereto as Exhibit 99.1.

The information in the attached press release is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that Section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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
October 8, 2009	By:	Vincent P. Hatton
		Name: Vincent P. Hatton
		Title: Senior Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press Release

EX-99.1

Exhibit 99.1

News Release

FOR RELEASE –– OCTOBER 7, 2009

Corning Incorporated Board Approves Plan for Annual Election of Directors and Adopts Majority
Voting Policy

CORNING, N.Y. — Corning Incorporated (NYSE:GLW) announced today that its Board of Directors has taken several actions to change the company’s corporate governance practices.

First, the board unanimously approved a plan to declassify its board structure. In the 2010 proxy statement, the board will recommend shareholders approve amending the company’s by-laws and restated certificate of incorporation to implement declassification. If approved by shareholders at the company’s April 2010 annual meeting, Corning will phase in annual election of directors beginning at the 2011 annual meeting and all directors will be subject to annual election beginning in 2013. Currently, directors are divided into three classes serving staggered three-year terms.

Second, the board has adopted a majority-vote policy for the election of directors and added the policy to the company’s corporate governance guidelines. Under Corning’s majority voting policy, any director who receives a greater number of votes “withheld” than votes “for” in an uncontested election will be required to tender his or her resignation to the board. The Nominating and Corporate Governance Committee would then recommend whether to accept the resignation, and the board would make a determination within 90 days after certification of the shareholder vote. The board would then promptly disclose its decision and rationale.

“Throughout Corning’s long history, our board has regularly reviewed corporate governance practices and the sentiments of our shareholders,” said Wendell P. Weeks, chairman and chief executive officer. “The changes we announced today reflect our continued commitment to implement sound practices in corporate governance in the interest of our shareholders and our company.”

An overview of Corning’s corporate governance practices is available on the company’s website at www.corning.com within “Investor Relations—Corporate Governance.”

About Corning Incorporated
Corning Incorporated (www.corning.com) is the world leader in specialty glass and ceramics. Drawing on more than 150 years of materials science and process engineering knowledge, Corning creates and makes keystone components that enable high-technology systems for consumer electronics, mobile emissions control, telecommunications and life sciences. Our products include glass substrates for LCD televisions, computer monitors and laptops; ceramic substrates and filters for mobile emission control systems; optical fiber, cable, hardware & equipment for telecommunications networks; optical biosensors for drug discovery; and other advanced optics and specialty glass solutions for a number of industries including semiconductor, aerospace, defense, astronomy and metrology.

Media Relations Contact:	Investor Relations Contact:
Daniel F. Collins (607) 974-4197 collinsdf@corning.com	Kenneth C. Sofio (607) 974-7705 sofiokc@corning.com