Form 8-K





Washington, DC 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report: (Date of earliest event reported) July 18, 2018




(Exact name of registrant as specified in its charter)




New York   1-3247   16-0393470

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

One Riverfront Plaza, Corning, New York   14831
(Address of principal executive offices)   (Zip Code)

(607) 974-9000

(Registrant’s telephone number, including area code)


(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))

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.

(d) On July 18, 2018, the Board of Directors (the “Board”) of Corning Incorporated (“Corning”), acting upon the recommendation of its Nominating and Corporate Governance Committee, appointed Mr. Leslie A. Brun to the Board, effective immediately. Mr. Brun, age 65, is Chairman and Chief Executive Officer of Sarr Group, LLC. Mr. Brun will serve on the Audit Committee and the Compensation Committee of the Board.

Mr. Brun will receive the same compensation as other non-employee Corning directors as described in Corning’s 2018 Proxy Statement under “Director Compensation.” There are no arrangements or understandings between Mr. Brun and any other person pursuant to which he was selected to serve as a director. Mr. Brun 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 Company on July 18, 2018 announcing the appointment of Mr. Brun 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:






99.1    Corning press release dated July 18, 2018


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 thereunto duly authorized.

Dated: July 18, 2018



/s/ Linda E. Jolly

Name:       Linda E. Jolly
Title:   Vice President and Corporate Secretary