Summary
Corning Incorporated (GLW) filed an 8-K on April 26, 2013, detailing changes in its Board of Directors and a key executive compensation arrangement. The filing announces the retirement of two long-standing board members, Gordon Gund and Dr. H. Onno Ruding, who stepped down following the company's Annual Meeting of Shareholders due to the board's mandatory retirement policy. These retirements follow extensive tenures, with Mr. Gund serving for nearly 23 years and Dr. Ruding for 18 years. Additionally, the company disclosed a one-year retention compensation arrangement for James B. Flaws, Vice Chairman and Chief Financial Officer. This arrangement, approved by the Compensation Committee on April 24, 2013, aims to ensure Mr. Flaws' continued service beyond his expected retirement date and facilitate a smooth executive succession. He is eligible for a $1,500,000 cash payment in May 2014, contingent on his continued employment. The filing also confirms the results of the Annual Shareholder Meeting, including the election of directors and the ratification of the independent auditor.
Key Highlights
- 1Two long-serving board members, Gordon Gund and Dr. H. Onno Ruding, retired from the Corning Board of Directors due to the company's mandatory retirement policy.
- 2Gordon Gund had served as a director for nearly 23 years, and Dr. H. Onno Ruding for 18 years.
- 3James B. Flaws, Vice Chairman and CFO, has a one-year retention compensation arrangement valued at $1,500,000, payable in May 2014, to encourage his continued employment.
- 4The retention incentive for Mr. Flaws is designed to support staggered executive succession planning.
- 5Shareholders re-elected all twelve nominated directors to the Board for a one-year term.
- 6The advisory vote on executive compensation for Named Executive Officers received majority approval.
- 7PricewaterhouseCoopers LLP was ratified as Corning's independent registered public accounting firm for fiscal year 2013.