8-KLeadership ChangesMaterial AgreementsCorporate Changes+2

CORNING INC /NY 8-K Report, Material Agreement (May 1, 2006)

Filed May 1, 2006For Securities:GLW

Summary

This Form 8-K filing from Corning Incorporated (GLW) on May 1, 2006, primarily announces a significant leadership transition. James R. Houghton is retiring as an active employee and executive after over 37 years of service, effective May 1, 2006. Importantly, Mr. Houghton will continue to serve as the non-executive Chairman of the Board of Directors. The agreement outlines the benefits and compensation Mr. Houghton will receive in his new role. This includes a pro-rata portion of his 2006 target award under the Corporate Performance Plan and continued access to office space, administrative services, a security system, and company aircraft for both business and personal use. The company has estimated the incremental cost of these post-employment benefits to be less than $125,000 annually for aircraft and personal security, plus approximately $400,000 annually for office and administrative support.

Key Highlights

  • 1James R. Houghton retires as an active employee and executive of Corning Incorporated as of May 1, 2006, after more than 37 years of service.
  • 2Mr. Houghton will remain as the non-executive Chairman of the Board of Directors.
  • 3A new agreement details compensation and benefits for Mr. Houghton's role as non-executive Chairman.
  • 4Mr. Houghton will receive a pro-rata award of performance shares granted under the 2006 Corporate Performance Plan, based on actual 2006 financial results.
  • 5Corning will provide Mr. Houghton with a security system at his residence, use of company aircraft (with personal use attributed to income), office space, and administrative assistant services.
  • 6The estimated annual incremental cost for the provided services (aircraft, security, office, administrative) is less than $125,000 for aircraft/security and approximately $400,000 for office/administrative support.
  • 7The company's Board of Directors amended its By-Laws to remove the requirement for the Chairman of the Board to be an ex officio member of the Executive Committee.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the retirement of James R. Houghton as an active employee and executive of Corning Incorporated, effective May 1, 2006, and to detail the terms of his continued role as non-executive Chairman of the Board.

Yes, while retiring as an active employee and executive, Mr. Houghton will continue to serve as the non-executive Chairman of Corning's Board of Directors.

Mr. Houghton will no longer receive a base salary or participate in variable cash incentive plans. However, he will receive a pro-rata retainer fee for his Chairman role in 2006. He will also receive a pro-rata award of performance shares based on 2006 corporate performance. The company estimates the incremental cost for services provided to Mr. Houghton (aircraft, security, office space, administrative support) to be less than $125,000 annually for aircraft/security and around $400,000 annually for office/administrative services.

Yes, the Board of Directors amended Article III, Section 8 of the By-Laws to remove the requirement that the Chairman of the Board be an ex officio member of the Executive Committee. The Executive Committee will now consist of the CEO and at least two other directors.