What were the key performance metrics set for executive compensation in 2009?

For the 2009 Variable Compensation (payable in 2010), the primary corporate performance metric adopted was adjusted net profit after taxes. For 2009 performance share units (under the Incentive Stock Plan), the corporate performance metrics were adjusted earnings per share and adjusted operating cash flow.

What benefits are being continued for James R. Houghton, and what were the associated costs?

Benefits and services for Mr. James R. Houghton, as Chairman Emeritus and a Director, include a residence security system, use of company aircraft for business and personal travel, office space, and administrative staff support. The total attributed costs for 2008 were $597,104, which was $158,338 lower than in 2007. These benefits were approved for continuation in 2009.

What were the main changes to Corning's By-Laws in this filing?

The By-Laws were amended to clarify shareholder meeting notices and waivers, change "Preliminary Certificate" to "Restated Certificate of Incorporation," and specify director election as plurality vote and other matters requiring majority of votes cast. Additionally, shareholder proposal proponents must now disclose interests in Corning stock, and indemnification provisions were updated to align with New York Business Corporation Law. Terminology was standardized to "shareholder" and made gender-neutral.

How do the performance share unit awards for 2009 differ from the variable compensation?

Performance share units are typically equity-based awards with a longer vesting period (through February 1, 2012, for earned units) and are tied to specific corporate performance metrics like adjusted EPS and operating cash flow. Variable compensation, which includes performance incentives and goalsharing, is often cash-based, more broadly distributed among employees, and can have metrics like adjusted net profit after taxes and individual/business unit objectives.

GLW 8-K: Leadership Changes & Corporate Changes

Summary

Corning Incorporated (GLW) filed an 8-K on February 10, 2009, detailing actions taken by its Compensation Committee on February 4, 2009. The report outlines the adoption of performance metrics for 2009 variable compensation and performance share units. Adjusted net profit after taxes was established as the corporate metric for the broader Performance and Goalsharing Plans, with specific targets for key executives. For performance share units, adjusted earnings per share and adjusted operating cash flow were set as the corporate metrics. The filing also disclosed the continuation of certain benefits and services for Mr. James R. Houghton in his role as Chairman Emeritus and Director, with detailed cost attribution for 2008 and approval for 2009, noting a decrease in costs compared to the prior year. Additionally, the report details significant amendments to Corning's By-Laws, effective February 4, 2009. These amendments include clarifications on shareholder meeting notices, waivers, and voting requirements, along with changes to director disclosure requirements, the definition of "newswires," and the deletion of specific sections related to employee savings plans and retirement annuities. The By-Laws were also updated to align director and officer indemnification provisions with New York Business Corporation Law, and "stockholder" was updated to "shareholder" throughout the document, with gender-neutral language also incorporated.

Key Highlights

1Adoption of 2009 performance metrics for variable compensation and performance share units.
2Adjusted net profit after taxes selected as the primary corporate metric for Performance and Goalsharing Plans.
3Adjusted EPS and adjusted operating cash flow set as metrics for 2009 performance share units.
4Continuation of specific benefits and services for Chairman Emeritus James R. Houghton approved for 2009, with reduced costs compared to 2007.
5Significant amendments to Corning's By-Laws, including clarifications on shareholder meetings, director disclosures, and indemnification provisions.
6Update of By-Laws to reflect New York Business Corporation Law for director and officer indemnification.
7Standardization of terminology (stockholder to shareholder) and gender-neutral language throughout the By-Laws.

CORNING INC /NY 8-K Report, Executive Changes (Feb 10, 2009)

Summary

Key Highlights

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