8-KCorporate ChangesExhibits & Filings

CORNING INC /NY 8-K Report, Bylaw Amendment (Dec 7, 2015)

Filed December 7, 2015For Securities:GLW

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.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors that Corning Incorporated has amended and restated its By-Laws, most notably by adopting a proxy access by-law. This provision will allow certain long-term shareholders to nominate director candidates for inclusion in the company's proxy materials.

The proxy access by-law is effective as of December 7, 2015, but it will first become available for use by shareholders in connection with the 2017 annual shareholder meeting.

To be eligible, a shareholder, or a group of up to 20 shareholders, must have continuously owned at least 3% of Corning's outstanding common stock for at least three years prior to the nomination. Both the nominating shareholder(s) and the proposed nominee(s) must also meet other specified requirements outlined in the amended By-Laws.

Shareholders using the proxy access provision can nominate director candidates constituting up to the greater of two directors or 20% of the number of directors currently serving on Corning's board.