8-KLeadership ChangesMaterial AgreementsOther Events

CORNING INC /NY 8-K Report, Material Agreement (Oct 7, 2005)

Filed October 7, 2005For Securities:GLW

Summary

Corning Incorporated (GLW) filed an 8-K on October 7, 2005, reporting on several key corporate governance and executive compensation matters. The Compensation Committee revised the 2006 Executive Allowance Program to include a broader range of reimbursable services for select executives, such as non-business aircraft use, IT services, financial and tax counseling, and legal/estate planning. Notably, the program sets maximum reimbursement levels for these services through December 2006 for specific top executives, with the CEO and Chairman receiving a $100,000 allowance primarily for professional services and directed use of corporate aircraft for security and flexibility reasons. Furthermore, the filing announces significant changes in the finance and accounting leadership. Katherine A. Asbeck was elected Senior Vice President, Finance. Jane D. Poulin joined as Division Vice President and Chief Accounting Officer, bringing prior SEC experience. R. Tony Tripeny was appointed Vice President and Corporate Controller. These appointments, effective October 5, 2005, are designed to strengthen the company's financial reporting and control functions. The Board also approved an addition to the Corporate Governance Guidelines mandating non-employee directors to own company stock valued at least five times their annual cash retainer within five years of joining the board, with provisions for stock price declines.

Key Highlights

  • 1Revised 2006 Executive Allowance Program expands reimbursable services for top executives to include aircraft use, IT, financial, tax, legal, and home security.
  • 2Maximum executive allowance amounts for 2006 set for key officers, with CEO and Chairman receiving $100,000, including mandatory use of corporate aircraft for security.
  • 3Katherine A. Asbeck appointed Senior Vice President, Finance.
  • 4Jane D. Poulin joins as Division Vice President and Chief Accounting Officer, previously with the SEC.
  • 5R. Tony Tripeny appointed Vice President and Corporate Controller.
  • 6New Corporate Governance Guideline requires non-employee directors to own stock valued at least 5x their annual cash retainer within five years.

Frequently Asked Questions

The 2006 Executive Allowance Program has been revised to include a wider array of reimbursable services for selected executives. These now encompass incremental expenses for non-business use of corporate aircraft, information technology services (like home network security and setup), financial counseling, tax preparation, investment advisory fees, legal/estate planning, and home security services.

Corning has appointed Katherine A. Asbeck as Senior Vice President, Finance. Jane D. Poulin has joined as Division Vice President and Chief Accounting Officer, and R. Tony Tripeny has been named Vice President and Corporate Controller. These appointments were effective October 5, 2005.

Corning's Board of Directors approved an addition to the Corporate Governance Guidelines requiring each non-employee director to own company stock valued at a minimum of five times their annual cash retainer. This ownership must be achieved within five years of joining the Board, with a provision allowing up to three years to return to the required level if the stock price drops by over twenty percent in a calendar year.

Yes, for James R. Houghton (Chairman) and Wendell P. Weeks (President and CEO), their $100,000 executive allowance is limited to professional services reimbursement. Additionally, they are directed to use corporate aircraft for all business and non-business travel for security, access, and flexibility purposes.