Summary
Corning Incorporated filed an 8-K report on December 7, 2015, to announce amendments to its By-Laws, effective the same date. The primary change is the adoption of a "proxy access" by-law, which will become available for the 2017 annual shareholder meeting. This provision allows eligible shareholders, or groups of up to 20 shareholders, who collectively own at least 3% of the company's outstanding common stock for a minimum of three consecutive years, to nominate director candidates and include them in the company's proxy materials. This move by Corning's Board of Directors introduces a mechanism for shareholders to have greater input in board composition. The proxy access by-law specifies the number of director nominees allowed, which will be up to the greater of two directors or 20% of the current board size, subject to stringent eligibility and procedural requirements for both shareholders and nominees. Additionally, the amended By-Laws update requirements for shareholder nominations and business proposals, and reflect the board's declassification.
Key Highlights
- 1Corning adopted a proxy access by-law, effective December 7, 2015.
- 2Proxy access will be available starting with the 2017 annual shareholder meeting.
- 3Eligible shareholders (or groups of up to 20) owning 3% of stock for 3+ years can nominate directors.
- 4Nominees can constitute up to the greater of two directors or 20% of the board.
- 5The by-laws were amended and restated to reflect these changes.
- 6Updates were made to shareholder nomination and business proposal notice requirements.
- 7The by-laws now account for the declassification of the board of directors.