8-K
Corning Inc /Ny (GLW)
View as plain text
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549_____________________
FORM 8-K_____________________
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2021 _____________________
CORNING INCORPORATED(Exact name of registrant as specified in charter)_____________________
| New York | 1-3247 | 16-0393470 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| One Riverfront Plaza, Corning, New York | 14831 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (607) 974-9000
(Former name or former address, if changed since last report)_____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Trading | Name of each exchange | |
|---|---|---|
| Title of each class | Symbol(s) | on which registered |
| Common Stock | GLW | New York Stock Exchange (NYSE) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2021, the Board of Directors (the “Board”) of Corning Incorporated (“Corning”), acting upon the recommendation of its Nominating and Corporate Governance Committee, appointed Ms. Pamela J. Craig to the Board effective immediately. Ms. Craig is the former chief financial officer of Accenture plc. Ms. Craig will serve on the Audit Committee and the Corporate Responsibility and Sustainability Committee of the Board.
Ms. Craig will receive the same compensation as other non-employee Corning directors, which is described in Corning’s 2021 Proxy Statement under “Director Compensation.” There are no arrangements or understandings between Ms. Craig and any other person pursuant to which she was selected to serve as a director. Ms. Craig has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The press release issued by the Corning on June 29, 2021 announcing the appointment of Ms. Craig to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed as part of this Report:
| Exhibit Number | Description |
|---|---|
| 99.1 | Corning press release dated June 29, 2021 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CORNING INCORPORATED | ||
|---|---|---|
| By: | /s/ Linda E. Jolly | |
| Name: | Linda E. Jolly | |
| Title: | Vice President and Corporate Secretary | |
| Date: June 29, 2021 | ||
| Corning Incorporatedwww.corning.com | ||
| --- |
News Release
FOR RELEASE – JUNE 29, 2021
Corning Appoints Pamela J. Craig to its Board of Directors
CORNING, N.Y. — Corning Incorporated (NYSE:GLW) today announced that Pamela J. Craig, former chief financial officer of Accenture plc, has been appointed to Corning’s Board of Directors, effective June 29, 2021.
“Pamela is an accomplished business leader who brings great financial and operational expertise to Corning,” said Wendell P. Weeks, chairman and chief executive officer. “She will provide valuable perspective as we continue advancing category-defining innovations that transform industries and improve lives.”
Ms. Craig will serve on the board’s Corporate Responsibility and Sustainability Committee as well as its Audit Committee. She will hold office until Corning’s annual meeting of shareholders in the spring of 2022, at which time she will stand for election to a one-year term. Her appointment brings the number of Corning directors to 15.
About Pamela J. Craig
From 2006 through 2013, Ms. Craig served as chief financial officer of Accenture, a global management consulting, technology services, and outsourcing company, following many other leadership roles in consulting, line management, and operations during her 34 years with the company.
She is actively involved in charitable organizations focused on education and the advancement of women in business, including the Women’s Forum of New York, New York University Stern School of Business, and Junior Achievement of New Jersey. She is a member of the Board of Trustees at Smith College, where she was a Phi Beta Kappa graduate. She later earned a Master of Business Administration from New York University.
Ms. Craig serves on the boards of directors at 3M Company, The Progressive Corporation, and Merck & Co., Inc.
© 2021 Corning Incorporated. All Rights Reserved.
Corning Appoints Pamela J. Craig to its Board of Directors Page 2
Caution Concerning Forward-Looking StatementsThe statements contained in this release that are not historical facts or information and contain words such as “will,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “seek,” “see,” “would,” and “target” and similar expressions are forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include estimates and assumptions related to economic, competitive and legislative developments. Such statements relate to future events that by their nature address matters that are, to different degrees, uncertain. These estimates are subject to change and uncertainty which are, in many instances, beyond our control. There can be no assurance that future developments will be in accordance with management’s expectations. Actual results could differ materially from those expected by us, depending on the outcome of various factors. We do not undertake to update forward-looking statements.
Although the Company believes that these forward-looking statements are based upon reasonable assumptions regarding, among other things, current estimates and forecasts, general economic conditions, its knowledge of its business, and key performance indicators that impact the Company, actual results could differ materially. The Company does not undertake to update forward-looking statements. Some of the risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements include, but are not limited to: the duration and severity of the COVID-19 pandemic, and its ultimate impact across our businesses on demand, operations and our global supply chains; the effects of acquisitions, dispositions and other similar transactions; global business, financial, economic and political conditions; tariffs and import duties; currency fluctuations between the U.S. dollar and other currencies, primarily the Japanese yen, new Taiwan dollar, euro, Chinese yuan and South Korean won; product demand and industry capacity; competitive products and pricing; availability and costs of critical components and materials; new product development and commercialization; order activity and demand from major customers; the amount and timing of our cash flows and earnings and other conditions, which may affect our ability to pay our quarterly dividend at the planned level or to repurchase shares at planned levels; possible disruption in commercial activities due to terrorist activity, cyber-attack, armed conflict, political or financial instability, natural disasters, or major health concerns; loss of intellectual property due to theft, cyber-attack, or disruption to our information technology infrastructure; unanticipated disruption to equipment, facilities, IT systems or operations; effect of regulatory and legal developments; ability to pace capital spending to anticipated levels of customer demand; rate of technology change; ability to enforce patents and protect intellectual property and trade secrets; adverse litigation; product and components performance issues; retention of key personnel; customer ability, most notably in the Display Technologies segment, to maintain profitable operations and obtain financing to fund ongoing operations and manufacturing expansions and pay receivables when due; loss of significant customers; changes in tax laws and regulations; the impacts of audits by taxing authorities; the potential impact of legislation, government regulations, and other government action and investigations; and other risks detailed in Corning’s SEC filings.
For a complete listing of risks and other factors, please reference the risk factors and forward-looking statements described in our annual reports on Form 10-K and quarterly reports on Form 10-Q.
© 2021 Corning Incorporated. All Rights Reserved.
Corning Appoints Pamela J. Craig to its Board of Directors Page 3
Web DisclosureIn accordance with guidance provided by the SEC regarding the use of company websites and social media channels to disclose material information, Corning Incorporated (“Corning”) wishes to notify investors, media, and other interested parties that it uses its website (https://www.corning.com/worldwide/en/about-us/news-events.html) to publish important information about the company, including information that may be deemed material to investors, or supplemental to information contained in this or other press releases. The list of websites and social media channels that the company uses may be updated on Corning’s media and website from time to time. Corning encourages investors, media, and other interested parties to review the information Corning may publish through its website and social media channels as described above, in addition to the company’s SEC filings, press releases, conference calls, and webcasts.
About Corning IncorporatedCorning (www.corning.com) is one of the world's leading innovators in materials science, with a 170-year track record of life-changing inventions. Corning applies its unparalleled expertise in glass science, ceramic science, and optical physics along with its deep manufacturing and engineering capabilities to develop category-defining products that transform industries and enhance people's lives. Corning succeeds through sustained investment in RD&E, a unique combination of material and process innovation, and deep, trust-based relationships with customers who are global leaders in their industries. Corning's capabilities are versatile and synergistic, which allows the company to evolve to meet changing market needs, while also helping our customers capture new opportunities in dynamic industries. Today, Corning's markets include optical communications, mobile consumer electronics, display, automotive, and life sciences.
Media Relations Contact: Gabrielle Bailey +1 (607) 974-6394 baileygr@corning.com
Investor Relations Contact: Ann H.S. Nicholson (607) 974-6716 nicholsoas@corning.com
Follow Corning: RSS Feeds | Facebook | Twitter | YouTube
© 2021 Corning Incorporated. All Rights Reserved.