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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.

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