8-KLeadership Changes

CORNING INC /NY 8-K Report, Executive Changes (Feb 12, 2008)

Filed February 12, 2008For Securities:GLW

Summary

Corning Incorporated (GLW) filed an 8-K on February 12, 2008, detailing actions taken by its Compensation Committee on February 6, 2008. The primary focus of this filing is the establishment of performance metrics for the company's 2008 variable compensation plans, which will be paid out in 2009. These metrics are designed to align executive and employee incentives with corporate financial performance and strategic objectives. Key decisions include the adoption of 'adjusted net profit after taxes' as the primary corporate performance metric for both the Performance Incentive Plan and GoalSharing plans, impacting over 3,000 and nearly 25,000 employees, respectively. For named executive officers, performance share awards for 2008 are tied to 'adjusted earnings per share' and 'adjusted operating cash flow,' with payouts contingent on performance over the 2008 fiscal year and restrictions lasting until February 1, 2011.

Key Highlights

  • 1Corning's Compensation Committee set 2008 performance metrics for variable compensation and performance shares, payable in 2009 and 2011, respectively.
  • 2Adjusted net profit after taxes is the corporate performance metric for the 2008 Performance Incentive and GoalSharing Plans, covering a broad employee base.
  • 3Named executive officers' 2008 Performance Incentive Plan awards are solely based on adjusted net profit after taxes, with target cash awards specified.
  • 4GoalSharing awards for top executives will be based on the average of all employee GoalSharing plan awards.
  • 52008 performance shares for approximately 190 employees, including executives, will be measured by adjusted earnings per share and adjusted operating cash flow.
  • 6Performance shares earned for 2008 will be restricted and subject to forfeiture until February 1, 2011.
  • 7Specific target grants of 2008 performance shares were detailed for key named executive officers.

Frequently Asked Questions

For the 2008 Performance Incentive and GoalSharing Plans, the primary corporate performance metric is 'adjusted net profit after taxes.' For the 2008 performance shares awarded under the Incentive Stock Plan, the corporate performance metrics are 'adjusted earnings per share' and 'adjusted operating cash flow.'

Variable compensation under the Performance Incentive and GoalSharing Plans, based on 2008 performance, will be paid out in 2009. Performance shares earned based on 2008 results will have their restrictions lifted and potential forfeiture end on February 1, 2011.

For the 2008 Performance Incentive Plan, awards for top executives (Messrs. Weeks, Volanakis, Flaws, Gregg, and Miller) are based entirely on the corporate performance factor of adjusted net profit after taxes. Their GoalSharing awards will be an average of all employee GoalSharing awards. Their 2008 performance shares are tied to adjusted EPS and operating cash flow.

The actual award opportunity for performance shares can range from 0% to 150% of the target award, depending on actual performance against the established corporate goals for adjusted earnings per share and adjusted operating cash flow in 2008.