Corning Incorporated“s board of directors has approved a plan for annual election of directors and adoption of majority voting policy, thus modifying the company“s corporate governance practices.
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Corning Incorporated“s board of directors has approved a plan for annual election of directors and adoption of majority voting policy, thus modifying the company“s corporate governance practices. As reported on 7 October 2009, Corning“s board will recommend shareholders vote for the amendment of its by-laws and restated certificate of incorporation, as well as implement the declassification of the board structure in the 2010 proxy statement, and that all directors, presently divided into three classes serving staggered three-year terms, be subject to annual election starting from 2013. The board also agreed to a majority-vote policy for the election of directors, adding the policy to the company“s corporate governance guidelines, whereby a director who receives a larger number of “withheld” votes than “for” votes in an uncontested election will be obliged to hand in his or her resignation to the board. As per this decision, the Nominating and Corporate Governance Committee would recommend whether to accept the resignation within 90 days of the shareholder vote and the board would make a determination and then disclose its decision and rationale quickly.