Proposals That Require Your Vote

Business Information – Who We Are

Corning is one of the world’s leading innovators in materials science. For more than 167 years, Corning has applied its unparalleled expertise in specialty glass, ceramics and optical physics to develop products that have created new industries, transformed people’s lives and unleashed significant new capabilities. Our innovation approach delivers long-term value for Corning and its shareholders.

Our reportable segments are as follows:

Reportable Segments*		2018 Core Net Sales %		Segments Description
Display Technologies				manufactures glass substrates for high performance displays, including organic light-emitting diode (OLEDs) and liquid crystal displays (LCDs)
Optical Communications				manufactures carrier and enterprise network solutions for the telecom and data center industries
Specialty Materials				manufactures glass, glass ceramics, and optical physicscrystals for specific applications including cover glass for display devices
Environmental Technologies				manufactures ceramic substrates and filters for automotive and diesel emissions control
Life Sciences				manufactures glass and plastic labware, equipment, media and reagents to develop products that have created new industries and transformed people’s lives.provide workflow solutions for scientific applications Our reportable segments are as follows: ● Display Technologies – manufactures glass substrates for flat panel liquid crystal displays, representing 39% of our core net sales in 2015. ● Optical Communications – manufactures carrier network and enterprise network components for the telecommunications industry, representing 30% of our core net sales in 2015. *All other segments that do not meet the quantitative threshold for separate reporting are grouped as “All Other”. This group is primarily comprised of the pharmaceutical technologies business and new product lines, development projects and corporate investments. All Other represented 2% of Corning’s sales in 2018. CORNING2019 PROXY STATEMENT      5 Table of Contents Proxy Statement Summary Our 2018 Performance Highlights ● Environmental Technologies – manufactures ceramic substrates and filters for automotive and diesel applications, representing 11% of our core net sales in 2015. ● Specialty Materials – manufactures products that provide more than 150 material formulations for glass, glass ceramics and fluoride crystals to meet demand for unique customer needs, representing 11% of our core net sales in 2015. ● Life Sciences – manufactures glass and plastic labware, equipment, media and reagents to provide workflow solutions for scientific applications, representing 8% of our core net sales in 2015. Our 2015 Performance HighlightsNet Sales $9.8B Core Net Sales $1.40 Core EPS $3.219B Adjusted Operating Cash Flow Earnings per Share Net Cash Provided By Operating Activities
2018 GAAP Results	$11,290 million	$1.13 (diluted)	$2,919 million
2018 Core net sales, coreResults	$11,398 million Core Net Sales	$1.78 (diluted) Core EPS	$3,168 million Adjusted Operating Cash Flow

CORE PERFORMANCE MEASURES

In managing the Company and assessing our financial performance, we adjust certain measures provided by our consolidated financial statements with measures that are not calculated in accordance with GAAP and exclude specific items, to arrive at Core Performance Measures.

Non-GAAP measures are not an alternative, or a replacement, for financial results determined in accordance with generally accepted accounting principles.Please see Appendix A to this proxy statement for a reconciliation of the non-GAAP measures we use in this proxy statement to the most directly comparable GAAP financial measures.

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Proxy Statement Summary

Our Strategy and Capital Allocation Framework

In October 2015, Corning announced a Strategy and Capital Allocation Framework (the Framework) that reflects the Company’s financial and operational strengths, as well as its ongoing commitment to increasing shareholder value. The Framework outlines our leadership priorities, and articulates the opportunities we see across our businesses. We designed the Framework to create significant value for shareholders by focusing our portfolio and leveraging our financial strength. Under our Framework we target generating $26 to $30 billion of cash through 2019, returning more than $12.5 billion to shareholders through 2019 and investing $10 billion through 2019 to sustain our leadership positions and deliver growth.

* Target Debt to Target EBITDA, see Appendix A for definitions

Focusing Our Portfolio:Our probability of success increases as we invest in our world-class capabilities. Corning is concentrating approximately 80% of its research, development and engineering investment and capital spending on a cohesive set of three core technologies, four manufacturing and engineering platforms, and five market-access platforms. Our cost of innovation declines as we reapply our talents and repurpose our assets. By combining capabilities we create higher and more sustainable advantages, and, ultimately, delighted customers.

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Proxy Statement Summary

Utilizing Our Financial Strength:We expect to generate and deploy $26 to $30 billion through 2019. We plan to invest $10 billion of that amount to grow and maintain our market leadership positions. We also plan to distribute more than $12.5 billion to our shareholders through share repurchases and our quarterly dividend.

Performance against the Strategy and Capital Allocation Framework:For the last three years, we have invested for growth through our Strategy and Capital Allocation Framework. The significant benefits of these investments are evident in our financial performance. In 2018, we built new capacity, launched new products, grew sales by more than $1 billion dollars, and extended our leadership position in all businesses. We exited the year with strong execution, expanded margins, and great momentum.

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Proxy Statement Summary

A Tradition of Delivering Value to Shareholders

Corning’s progress on its Strategy and Capital Allocation Framework is part of a longer-term objective of delivering value to shareholders. While we have returned $11.8 billion of the $12.5 billion promised as part of the Framework that began in October 2015, over the past five years, Corning has delivered $17.4 billion to shareholders.

On February 6, 2019, Corning’s Board declared an 11.1% increase in the Company’s dividend, from $0.18 to $0.20 per share quarterly, beginning with the dividend paid in the first quarter of 2019. This marks the eighth dividend increase since October 2011.

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Proxy Statement Summary

Our Director Nominees

All director nominees are independent with the exception of Mr. Weeks.

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Proxy Statement Summary

Governance Highlights

Corning is committed to maintaining strong corporate governance as a critical component of driving sustained shareholder value. The Board of Directors continually monitors emerging best practices in governance to best serve the interests of the Company’s stakeholders.

Following is a brief overview of some of our most notable corporate governance practices and policies:

●	Qualifying shareholders are permitted to increasing shareholder value. Our probabilityinclude director nominees in the proxy statement (“proxy access”)
●	We contacted holders of success increases when we focus on our best-in-the-world capabilities. As a result, we intend to invest 80%over 45% of our resources in areas where we can applycommon stock last year to discuss our leadership positions in twoexecutive compensation programs and corporate governance practices;
●	We ensure alignment of our three core competencies: core technologies, manufacturing and engineering platforms and market access platforms. This strategy will allow us to quickly apply our talents and repurpose our assets as needed. Our financial strength also allows us to increase our return to shareholders. Through 2019, we expect to generate and deploy more than $20 billion in cash and to return more than $10 billion to shareholders through share repurchases and dividends. We expect to increase our dividend per common share by at least 10% annually through 2019. Creating Shareholder Value Despite recent global economic headwinds, our financial position remains strong as we continue to generate a significant amount of cash from operating activities. In 2015, we generated $3.219 billion in adjusted operating cash flow. In addition to delivering on short-term goals and investing for long-term growth, our capital allocation framework utilizes our financial strength to continue returning value to shareholders. Since reinstating our dividend in 2007, we have increased our quarterly dividend five times, for a cumulative increase of almost 170%. In the past five years, we have returned more than $11 billion to shareholders through repurchases and common stock dividends. In October 2015, our Board authorized $4 billion in new share repurchases, including a $1.25 billion accelerated share repurchase program, which we completed in January 2016. And, in February 2016, we increased our dividend by 12.5%. 8     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Proxy Summary Our Director Nominees You are being asked to vote on the election of the 13 directors listed below. Directors are elected by a majority of votes cast. Detailed information about each director’s background, skills and expertise can be found in Proposal 1 Election of Directors on page 19.   Name & Primary Occupation         Age         Director since         Independent         Committee Memberships*         Other Public Company Boards   Donald W. Blair 57 2014 Y Audit 0   Retired Executive Vice President and Chief Financial Officer,   Finance     NIKE, Inc.     Stephanie A. Burns 61 2012 Y Corporate Relations (Chair) 3   Retired Chairman and Chief Executive Officer,   Dow Corning Corporation   John A. Canning, Jr. 71 2010 Y Executive 1   Chairman, Finance   Madison Dearborn Partners, LLC Governance   Richard T. Clark 69 2011 Y Compensation 1   Retired Chairman, President and Chief Executive Officer, Independent Executive   Merck & Co., Inc. Lead Director Governance   Robert F. Cummings, Jr. 66 2006 Y Executive 1   Retired Vice Chairman of Investment Banking, Finance (Chair)   JPMorgan Chase & Co. Governance   Deborah A. Henretta 54 2013 Y Audit 2   Retired Group President of Global E-Business, Corporate Relations   Procter & Gamble Company   Daniel P. Huttenlocher 57 2015 Y Audit 0   Dean and Vice Provost,   Finance   Cornell Tech   Kurt M. Landgraf 69 2007 Y Audit (Chair) 1   Retired President and Chief Executive Officer, Compensation   Educational Testing Service Executive   Kevin J. Martin 49 2013 Y Corporate Relations 1   Vice President, Mobile and Global Access Policy, Governance   Facebook, Inc.   Deborah D. Rieman 66 1999 Y Audit 1   Executive Chairman, Compensation (Chair)   MetaMarkets Group   Hansel E. Tookes II 68 2001 Y Compensation 3   Retired Chairman and Chief Executive Officer, Executive   Raytheon Aircraft Company Governance (Chair)     Wendell P. Weeks 56 2000 N Executive (Chair) 2   Chairman, Chief Executive Officer and President,   Corning Incorporated   Mark S. Wrighton 66 2009 Y Audit 2   Chancellor and Professor of Chemistry, Finance   Washington University in St. Louis *       Audit = Audit Committee; Compensation = Compensation Committee; Corporate Relations = Corporate Relations Committee; Executive = Executive Committee; Finance = Finance Committee; Governance = Nominating and Corporate Governance Committee CORNING INCORPORATED-2016 Proxy Statement    9 Table of Contents Proxy Summary Governance Highlights Corning is committed to maintaining good corporate governance as a critical component of driving sustained shareholder value. The Board of Directors continually monitors emerging best practices in governance to best servewith the interests of the Company’s shareholders. Since the beginning of 2015, we have enhanced our governance in the following ways: ● amended our by-laws to adopt proxy access, after significant shareholder engagement; ● adopted the principles embodied in the Shareholder-Director Exchange (SDX) Protocol; and ● agreed to enhance our public disclosures regarding political spending and lobbying activities. The Corporate Governance section beginning on page 12 describes our governance framework, which includes the following: ● Annual election of all directors ● Majority vote standard for the election of directors in uncontested elections ● Active shareholder engagement to better understand investor perspectives ● Independent Lead Director ● Independent board committees, with all committees (except the Executive Committee) consisting entirely of independent directors ● Executive sessions of independent directors held at each regularly scheduled Board meeting ● Stock ownership guidelines for directors and named executive officers - Significant requirements of 5x annual retainer for our directors, 6x base salary for our CEO and 3x base salary for other named executive officers ● Prohibition on pledging and hedging for directors and employees - Company policies prohibit our directors and employees from pledging or hedging or trading in derivatives of the Company’s stock ● Clawback policy - Executives’ incentives are subject to a clawback that applies in the event of certain financial restatements Shareholder Communication Communicating our strategy and financial performance to our shareholders and the broader investment community is critically important and is effected through quarterly earnings conference calls and materials, SEC filings, Investor Day, investor conferences, our website at www.corning.com and other web communications. In addition, senior executives engage throughout the year with shareholders and organizations interested in our performance or business practices through meetings and calls. In 2015, our Board endorsed the principles embodied in the Shareholder-Director Exchange (SDX) Protocol. In 2014, we expanded our outreach program to discuss a wider range of issues with a broader group of shareholders, and we continued this practice in 2015. Outreach discussions in the fall tend to focus onStewardship Group’s corporate governance matters and discussions in the spring tend to focus on issues related to the proxy statement. In the fall of 2015, our Board endorsedPrinciples for U.S. Listed Companies (see page 16);
●	We adopted the principles embodied in the Shareholder-Director Exchange (SDX) Protocol, as a guideProtocol; and
●	We have recently enhanced our disclosures regarding sustainability and environmental, social and governance practices.

The Corporate Governance section beginning on page 16 describes our governance framework, which includes the following:

✓Annual election of all directors ✓Majority vote standard for effective, mutually beneficialthe election of directors in uncontested elections ✓Active shareholder engagement, between shareholdersincluding by directors, to directly gather investor perspectives ✓Active, engaged and directors. In 2015, as partexperienced Lead Independent Director ✓Independent board committees, with all committees (except the Executive Committee) consisting entirely of independent directors

✓Regular executive sessions of independent directors ✓Market competitive director compensation program designed to support and reinforce our shareholder outreach program, governance principles ✓Robust stock ownership guidelines for directors and named executive officers ✓Prohibition on pledging, hedging or trading in derivatives of the Company’s stock for directors and employees ✓Clawback policy for executive incentive compensation in the event of certain financial restatements

Shareholder Communication

Communicating with shareholders, particularly about our Strategy and Capital Allocation Framework, is critically important to Corning. We communicate with our shareholders through a number of channels, including quarterly earnings calls, Securities and Exchange Commission (SEC) filings, Investor Days, investor conferences, our website atcorning.com and other electronic communications. Our executives also routinely engage with investors through in-person meetings and calls. In addition to regular discussions regarding our Strategy and Capital Allocation Framework, we also conduct outreach to the governance teams at our largest investors.

In 2018, as part of our shareholder outreach:

More information on our shareholder outreach can be found on page 49.

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Proxy Statement Summary

Environmental, Social and Governance Matters and Human Capital Management

In accordance with Corning’s Values, we believe that a commitment to positive environmental, social and governance-related business practices strengthens our company and our community, increases our connection with our shareholders, and helps us better serve our customers and the communities in which our employees live and we operate. We also see in these commitments additional ways of creating value for our shareholders, our employees, our customers, and the wider world. As part of our corporate risk management process, the Board and our management monitor long-term risks that may be impacted by environmental, social and governance issues.

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Proxy Statement Summary

Supporting Sustainable Communities through Charitable Outreach

Corning is headquartered in a small community in upstate New York and strives to establish itself as the employer of choice for the workers on whom it depends. Throughout its history, the Company has routinely made contributions to civic, educational, charitable, cultural and other institutions that improve the quality of life and increase the resources of the surrounding community, making it more attractive to employees. In a small community, our employees, including executives and their families, inevitably have relationships with the non-profit organizations that receive such contributions from the Company.

The Company undertakes its philanthropic activities both directly and indirectly through The Corning Incorporated Foundation (the Foundation), a separate 501(c)3 organization. We believe in being an active corporate citizen and the Foundation directs its grant-making toward the communities where Corning operates and its employees live, enabling initiatives in four areas: education, culture, human services and volunteerism. In 2018, Corning donated $3.0 million to the Foundation, and the Foundation disbursed approximately $4.6 million, of which approximately 32% was directed toward initiatives supporting education, including grants made under the Corning Incorporated Foundation Matching Gifts and Dollars for Doers programs. Additional information about the Foundation can be found atcorningfoundation.org.

Corning’s direct giving includes annual contributions to both local and international cultural and educational institutions. Locally, the Corning Museum of Glass (CMoG) – the world’s leading glass museum – is the largest recipient of the Company’s support. In addition to being a key cultural and community hub, CMOG also provides Corning with a unique innovation crucible where our glass scientists and experts collaborate with glass artists and designers to creatively explore the novel properties of glass and innovate new uses in an environment unconstrained by commercial considerations. Wendell P. Weeks (chairman, CEO and president), David Morse (executive vice president and chief technology officer) and Jeffrey W. Evenson (executive vice president and chief strategy officer) serve on the CMoG board of trustees. In 2018, Corning provided cash and non-cash contributions of services to CMoG of approximately $44 million.

Corning provides financial support to the Alternative School for Math and Science (ASMS), a private middle school located in Corning, New York, with an advanced curriculum focusing on science and math. Currently, children of Corning employees represent approximately 53% of its enrollment. In 2018, non-cash contributions totaled approximately $1.5 million and cash contributions totaled $300,000. Christine M. Pambianchi, (executive vice president, People and Digital) and Kim Frock Weeks (spouse of Wendell P. Weeks, our chairman, CEO and president) serve on the ASMS board of trustees. Ms. Frock Weeks also serves as administrative head of school at ASMS, but receives no salary or benefits in this role.

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Proxy Statement Summary

Executive Compensation Highlights

As shown below, in 2018 approximately 89% of our CEO’s target total compensation (excluding employee benefits and perquisites) and 80% of the other Named Executive Officers’ (NEOs) target total compensation (excluding employee benefits and perquisites) was variable and depended on Corning’s operating performance or stock price.

2018 Pay Components

Target Total Compensation

CEO		ALL OTHER NEOs

14	CORNING2019 PROXY STATEMENT

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Proxy Statement Summary

Our Incentive Compensation Performance Metrics

Our goals for annual and long-term incentives focus on the key drivers for executing our Strategy and Capital Allocation Framework and creating and sustaining long-term shareholder value: profitability, cash generation and revenue growth.

Our Compensation Performance Metrics Our goals for short- and long-term incentives focus on the key drivers for sustaining and/or creating long-term shareholder value: cash generation, profitability and revenue growth. Adjusted Operating Cash Flow: generating strong positive cash flow enables our ongoing investment in innovation and returns to shareholders. Core Net Sales: growing sales both organically through innovation and through acquisition is critical to our short-term and long-term success. The time horizon for the short-term and long-term goals differ. Core Earning per Share (Core EPS): Core EPS is our key measure of profitability. Short Term Cash Incentives Earned for NEOs 2015 Performance Incentive Plan - 67% of target GoalSharing – 5.69% payout 2014 Performance Incentive Plan - 123% of target GoalSharing – 6.75% payout Long-term Cash Incentives Earned (CPUs) for NEOs 2015 Average of 2015, 2016 and 2017 performance 100%, TBD, TBD 3 year average: TBD 2014 Average of 2014, 2015 and 2016 performance 121%, 100%, TBD 3 year average: TBD In 2016, we will be adding a three-year return on invested capital modifier to our CPUs, reflecting our commitment to invest in areas that will encourage Company growth (see “What’s New in 2016” on page 46). CORNING INCORPORATED-2016 Proxy Statement    11 Table of ContentsWhy We Use Them Core Earnings per Share (Core EPS): Core EPS is our key measure of profitability. Corning generally budgets for share repurchases in establishing its target Core EPS measures. Core Net Sales: Sales growth, both organic through innovation and through acquisitions, is critical to ourshort-andlong-term success. Adjusted Operating Cash Flow less CapEx: Generating strong positive cash flow enables our ongoing investment in growth, sustained leadership and returns to shareholders. Return on Invested Capital (ROIC) We focus on ROIC because it reflects our ability to generate returns from the capital we have deployed in our operations. The Cash Performance Units (CPUs) payout is increased or decreased up to 10% based on Corning’s ROIC over the three-year performance period.

Short Term Incentives

Long Term Incentives (LTI)

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Corporate Governance and the Board of Directors

Corporate Governance

Our Board of Directors employs practices that foster effective Board oversight of critical matters such as strategy, management succession planning, financial and other controls, risk management and compliance. The Board reviews our major governance policies, practices and processes regularly in the context of current corporate governance trends, regulatory changes and recognized best practices. Corning also chooses to align its corporate governance practices with the Investor Stewardship Group’s (ISG) Corporate Governance Framework for U.S. Listed Companies.

The following sections provide an overview of our corporate governance structure and processes, including key aspects of our Board operations, and how they align with the ISG Principles for U.S. Listed Companies.

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Corporate Governance and the Board of Directors

We do not have an explicit policy as

Practice		Description
ISG Principle 5: Board should adopt structures and practices that enhance their effectiveness
Independence		Our Corporate Governance Guidelines require a substantial majority of our directors to whether the rolesbe independent. Currently, all directors but one (or 93%) are independent. Except for our Executive Committee, each of Chairour Board committees consists entirely of independent directors. See page 21.
Skills and qualifications		Our Board is composed of accomplished professionals with broad perspectives, skills, experiences, and knowledge relevant to our business, resulting in a high-functioning and engaged Board. A matrix of relevant skills can be found on page 29.
Commitment to Diversity		The Committee seeks to achieve diversity within the Board and Chief Executive Officer (CEO) should be combined or separated. Instead,adheres to the Company’s anti-discrimination policies. Accordingly, the Committee is committed to actively seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, to include in the pool from which Board nominees are chosen. See page 23.
Director tenure		The current average tenure of members of our Board, throughexcluding our CEO Mr. Weeks, is 8.2 years. Our director retirement policy requires a director to retire at the annual meeting of shareholders following the director’s 74th birthday. The Board, upon a recommendation of the Nominating and Corporate Governance Committee, annually assesses its leadership structure andmay waive this limitation for any Director if the Board determines which leadership structurethat it is in the best serves the interests of the Company. In addition, a director is required to submit an offer of resignation for consideration by the Board upon any significant change in the director’s principal employment or responsibilities. See page 22.
Director overboarding		Corning basedvalues director participation on other public company boards as a means of adding rigor to our governance and risk oversight practices. However, we have a policy to help provide confidence that each of our directors can dedicate the circumstances. However, ifmeaningful amount of time necessary to be a highly effective member of the ChairCorning Board. Absent review and CEO roles are combined, ourapproval by the Nominating and Corporate Governance Guidelines require that we haveCommittee, a non-employee director may serve on no more than four other public company boards and an Independent Lead Director, with strongemployee director may serve on no more than two other public company boards.
Board and clearly articulated responsibilities, to complementcommittee evaluations		The Board and each committee conducts an annual review of its effectiveness. The Chair of the Chair’s roleNominating and to serve as the principal liaison between the non-management directors and the Chair. Currently, our Chair and CEO roles are combined. In February 2016,Corporate Governance Committee, as part of its annual review and assessment of our leadership structure, corporate governance and succession planning, the Board determined thatevaluation, annually interviews each director and solicits his or her opinion regarding the current leadership structure is working well, as it facilitates effective communication, oversightBoard’s performance, effectiveness and governanceareas of focus. From those discussions, the Chair reports the results of the Company while allowing independent decision-making as appropriate. We believeself-evaluation to the full Board, composes a list of action items and follows-up to ensure implementation.
Meeting attendance		Directors attended 99% of combined total Board and applicable committee meetings in 2018, and all then-sitting directors attended the annual meeting. See page 26.
ISG Principle 6: Boards should develop management incentive structures that having Mr. Weeks serve as Chair and CEO demonstrates to our investors, employees, suppliers, customers and other stakeholders thatare aligned with the Company is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. The Board believes that the current leadership structure – under which fivelong-term strategy of the six Board committeescompany
Robust stock ownership guidelines		We require robust stock ownership for directors (5x annual cash retainer), CEO (6x base salary), other NEOs (3x base salary) and non-NEO senior management (1.5x base salary).See page 40.
Shareholder support for executive compensation		Corning’s executive compensation program received 90% shareholder support in 2018.
Compensation Committee oversight of executive compensation		The Compensation Committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies.
Long- and short-term goals drive executive compensation		Annual and long-term incentive programs are chaired by independent directors,designed to reward financial and our Independent Lead Director assumes certain responsibilitiesoperational performance in support of Corning’s Strategy and Capital Allocation Framework, a topic on behalfwhich management regularly engages shareholders, and which has resulted in a significant increase (95%) in shareholder value since its inception.
Clear communication of economic drivers of executive compensation		The proxy statement clearly communicates the link between management incentive plans and the Company’s short and long-term performance, and the success of the independent directors – remains the optimal board leadership structure for the CompanyCompany’s Strategy and our shareholders. Richard T. Clark was re-elected effective February 3, 2016,Capital Allocation Framework in particular.

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Corporate Governance and the Board of Directors

Board Leadership Structure

The Board regularly considers the issue of board leadership in committee meetings and executive sessions of the independent directors. As the Board reviews its leadership structure, it considers a variety of factors, with a particular focus on those described on page 29. If the Chair and CEO roles are combined, our Corporate Governance Guidelines require that the independent directors annually appoint an independent director to serve as Lead Independent Director. The Lead Independent Director has significant authority and responsibilities with respect to the operation of the Board, as described below under the heading “Lead Independent Director.” The Company believes that a Lead Independent Director effectively promotes strong Board governance and oversight.

The Company’s Corporate Governance Guidelines provide that the Board must annually review whether the role of Chairman should be a non-executive position or combined with that of the CEO. Early in 2019, the Board determined that, at the present time, a combined Chairman and CEO supplemented by a strong Lead Independent Director continues to provide appropriate leadership and oversight and ensures effective functioning of management and the Company.

Richard T. Clark was re-appointed, effective February 6, 2019, to the role of Lead Independent Lead Director of the Board by the independent directors.

Lead Independent Lead Director Our Lead Independent Lead Director is electedappointed annually by the independent non-management directors. The Lead Independent Lead Director’s regular duties include: ● presiding at all meetings at which the Chair is not present, including executive sessions of the independent directors (which are held after every Board meeting), and apprising the Chair of the issues considered; ● facilitating the annual CEO performance review and management succession planning reviews;  ● making himself available for consultation and direct communication with the Company’s shareholders; ● serving as liaison between the Chair and the independent directors;  ● approving Board meeting agendas;  ● approving Board meeting schedules to ensure there is sufficient time for discussion of all agenda items, in consultation with the Chair and the independent directors; ● approving the type of information to be provided to directors for Board meetings; ● calling meetings of the independent directors when necessary and appropriate; and  ● performing such other duties as the Board may from time to time designate. ●presiding at all meetings at which the Chair is not present, including executive sessions of the independent directors (which are held at every Board meeting); ●leading the Board’s oversight of Corning’s Strategy and Capital Allocation Framework; ●facilitating regular CEO performance reviews and ongoing management succession planning reviews; ●participating in conversations with the Company’s shareholders; ●serving as liaison between the Chair and the independent directors; ●approving Board meeting agendas and schedules; ●approving the type of information to be provided to directors for Board meetings; ●calling meetings of the independent directors when necessary and appropriate; and ●performing such other duties as the Board may from time to time designate. Our current Lead Independent Lead Director, Richard T. Clark, performs the following additional duties: ● meeting with the CEO after regularly scheduled Board meetings to provide feedback on the independent directors’ deliberations; and ● regularly speaking with the CEO in between Board meetings to discuss matters of concern, often following consultation with other independent directors. ●meeting with the CEO after regularly scheduled Board meetings to provide feedback on the independent directors’ deliberations; and ●regularly speaking with the CEO between Board meetings to discuss matters of concern, often following consultation with other independent directors. 18      CORNING2019 PROXY STATEMENT Table of Contents Corporate Governance and the Board of Directors Committees As of the date of this proxy statement, the Board has 14 directors and the following six committees: (1) Audit Committee; (2) Compensation Committee; (3) Corporate Relations Committee; (4) Executive Committee; (5) Finance Committee; and (6) Nominating and Corporate Governance Committee. Each of the committees operates under a written charter adopted by the Board except the Executive Committee, which operates pursuant to Corning’s by-laws. The committee charters and the by-laws are available on our website at investor.corning.com/investor-relations/governance/overview/default.aspx. Each committee reviews and reassesses the adequacy of their charter annually, conducts annual evaluations of their performance with respect to their duties and responsibilities as laid out in the charter, and reports regularly to the Board with respect to the committee’s activities. Additionally, the Board and each of the committees has the authority to retain outside advisors as the Board and/or each committee deems necessary. Director membership on committees of Corning’s Board is set forth in the following table. “C” denotes Chair of the committee. Board Committees Audit g g g g g C g g Compensation g g g C g Corporate Relations C g g Executive g g g g g C Finance g g C g g Nominating and Corporate Governance g g g g C The committees and their functions are as follows: Committee Primary Responsibilities Management Succession PlanningAudit(1) OneNumber of the primary responsibilities ofMeetings in 2018: 10 ●Assists the Board isof Directors in its oversight of (i) the integrity of Corning’s financial statements, (ii) the independent registered public accounting firm and (iii) Corning’s compliance with legal and regulatory requirements ●Approves the appointment of Corning’s independent registered public accounting firm, oversees the firm’s qualifications, independence and performance, and determines the appropriateness of fees for the firm ●Reviews the effectiveness of Corning’s internal control over financial reporting, including disclosure controls and procedures ●Reviews the results of Corning’s annual audit and quarterly and annual financial statements ●Regularly reviews our enterprise risk management program; monitors legal and regulatory risks by regular discussions with management; evaluates potential risks related to ensure that Corning has a high-performing management team accounting, internal control over financial reporting, tax planning and cybersecurity CORNING2019 PROXY STATEMENT      19 Table of Contents Corporate Governance and the Board of Directors Committee Primary Responsibilities Compensation(2) Number of Meetings in place. The full Board has responsibility for management succession planning. On an annual basis,2018: 6 ●Establishes Corning’s goals and objectives with respect to executive compensation ●Evaluates the Board reviewsCEO’s performance in light of Corning’s goals and objectives ●Determines and approves succession planscompensation for the CEO and other senior executives. The Board conducts this detailed review of management development and succession planning activitiesCompany officers ●Recommends to maximize the pool of internal candidates who can assume top management positions without undue interruption. To assist the Board the CEO annually providescompensation arrangements for non-management directors ●Oversees Corning’s equity compensation plans and makes recommendations to the Board regarding incentive plans ●Monitors potential risks related to the design and administration of compensation plans and policies, and benefits and perquisites plans and policies, including performance-based compensation programs, to promote appropriate incentives in line with an assessment of senior managers and their potential to succeed him or her. The CEO also provides the Board with an assessment of persons considered potential successors to certain senior management positions. shareholder interest that do not promote excessive risk-taking CORNING INCORPORATED- 2016 Proxy Statement    13 Corporate Table of ContentsRelations Corporate Governance andNumber of Meetings in 2018: 5 ●Assists the Board in fulfilling its oversight responsibility by reviewing Corning’s strategies and policies in, and overseeing risks related to, the areas of Directors Risk Oversight Corning has a comprehensive risk management program that engages the Company’s managementpublic relations and Board. Thereputation, employment policy and employee relations, political activities, public policy, community responsibility, and environmental and social matters. These areas include: -Corporate identity, investor relations, media relations (including social media), crisis communications, and product liability -Safety and health policies; code of conduct; values; diversity and inclusion, Company uses an Enterprise Risk Management (ERM) program modeled on the COSO II framework. COSO, or The Committee of Sponsoring Organizations, provides thought leadershipvalues, human rights and guidance on internal controls, enterprise risk managementlabor matters, and fraud deterrence. The Corning ERM program utilizes (1) a Risk Council composed of Corning managementcompliance -Political and staff to aggregate, prioritizelobbying activities, and assess risks including financial, operational, business, reputational, governance and managerial risks; and (2) a Compliance Council, which reviews the Company’s compliancerelationships with laws and regulations ofsignificant governmental agencies in the countries in which we conduct business. Management provides reports on the Company’s ERM processCompany operates -Environmental policies, sustainable development, energy and its top risks periodicallywater management policies -Charitable contribution strategies, and significant projects undertaken to improve communities within which the Audit, Financecompany has significant operations and Corporate Relations Committees, as well as annually to the Board. The Compliance Council reports directly to each of the Audit Committee and Corporate Relations Committee. Additionally, the full Board provides risk oversight through its review of: potential risks which could negatively impact the proposed budget and plan; the Company’s strategy and capital allocation framework and any risks that may negatively impact it; the proposed rationale and risks involved in significant investment or divestiture actions by the Company; and the Company’s current research and development projects and associated risks related to such projects, including safeguards to manage cyber risk. The full Board also engages in periodic discussions regarding risks with our CEO, chief financial officer, general counsel, chief compliance officer, and other company officers, as it deems appropriate. The Board’s risk oversight also occurs by Board Committees, as described above and in each Committee’s charter. employment CommitteesExecutive The Board has the following Committees asNumber of the date of this proxy statement.Meetings in 2018: 4 Committee Primary Responsibilities Number of Meetings in 2015 Audit(1) ●     Assists the Board of Directors in its oversight of (i) the integrity of Corning’s financial statements, (ii) the independent registered public accounting firm and (iii) Corning’s compliance with legal and regulatory requirements 9 ● Approves the appointment of Corning’s independent registered public accounting firm, oversees the firm’s qualifications, independence and performance, and determines the appropriateness of fees for the firm ● Reviews the effectiveness of Corning’s internal control over financial reporting, including disclosure controls ● Reviews the results of Corning’s annual audit and quarterly and annual financial statements ● Discusses company policies with respect to risk assessment and risk management Compensation(2) ● Establishes Corning’s goals and objectives with respect to executive compensation 6 ● Evaluates the CEO’s performance in light of Corning’s goals and objectives ● Determines and approves compensation for the CEO and other Company officers ● Recommends to the Board the compensation arrangements of non-management directors ● Oversees Corning’s equity compensation plans and makes recommendations to the Board regarding non-equity incentive and equity incentive plans Corporate Relations ● Assists the Board in fulfilling its oversight responsibility by reviewing the Company’s strategies and policies in the areas of public relations and reputation, employment policy and employee relations, political activities, public policy, and community responsibility. These areas include: 5 –     Corporate identity, investor relations, media relations, and product liability – Safety and health policies; code of conduct; values; human resource and industrial relations strategies; and internal communications strategies – Political activities and relationships with significant governmental agencies in the countries in which the Company operates – Environmental policies, charitable contribution strategies, and significant projects undertaken to improve communities within which the Company has significant operations and employees Executive ● ●Serves primarily as a means of taking action requiring Board approval between regularly scheduled meetings of the Board, and is authorized to act for the full Board on matters other than those items specifically reserved by New York law to the Board 5 14     CORNING INCORPORATED-2016 Proxy Statement Table of Contents Corporate Governance and the Board of Directors Committee Primary Responsibilities Number of Meetings in 2015 Finance ● Reviews all potential material transactions, including mergers, acquisitions, divestitures and investments in third parties 9 ● Reviews capital expenditure plans and capital projects ● Monitors Corning’s short and long term liquidity ● Reviews Corning’s tax position and strategy ● Reviews and recommends for approval by the Board Corning’s capital allocation framework, declaration of dividends, stock repurchase programs, and short and long term financing transactions ● Reviews strategies for managing financial and economic risks including hedging strategies and insurance programs Nominating and Corporate Governance ● Determines the criteria for selecting and assessing director nominees, identifies individuals qualified to become Board members, reviews candidates recommended by shareholders, and recommends to the Board director nominees to be proposed for election at the annual meeting of shareholders 5 ● Monitors significant developments in the regulation and practice of corporate governance ● Assists the Board in assessing the independence of directors and reviews transactions between Corning and related persons that are required to be disclosed in our filings with the SEC ● Identifies Board members to be assigned to the various committees ● Oversees and assists the Board in the review of the Board’s performance ● Reviews activities of Board members and senior executives for potential conflicts of interest (1)      The Board of Directors has determined that all members of the Audit Committee satisfy the applicable audit committee independence requirements of the New York Stock Exchange (NYSE) and the Securities and Exchange Commission (SEC). The Board also determined that Mr. Landgraf, Mr. Blair and Dr. Wrighton have acquired the attributes necessary to qualify them as “audit committee financial experts” as defined by applicable SEC rules. (2) The Board of Directors has determined that all members of the Compensation Committee satisfy the applicable compensation committee independence requirements of the NYSE and the SEC. Board and Shareholder Meeting Attendance The Board of Directors met 10 times during 2015. Director attendance averaged 96% for the year, and each incumbent director attended at least 85% of the meetings of the Board, and standing Committeesis authorized to act for the full Board on whichmatters other than those items specifically reserved by New York law to the director served during 2015. Corning’s Corporate Governance Guidelines require that, in addition to attendance at each board meeting, each director be prepared and participate meaningfully in each meeting. All of our then-serving directors attended our 2015 Annual Meeting of Shareholders. The Board has a policy requiring all directors to attend all Annual Meetings of Shareholders, absent extraordinary circumstances. Director Independence and Transactions Considered in Independence DeterminationsFinance Independent oversight bolstersNumber of Meetings in 2018: 6 ●Reviews all potential material transactions, including mergers, acquisitions, divestitures and investments in third parties ●Reviews capital expenditure plans and capital projects ●Monitors Corning’s short- and long-term liquidity ●Reviews Corning’s tax position and strategy ●Reviews and recommends for approval by the Board declaration of dividends, stock repurchase programs, and short- and long-term financing transactions ●Monitors strategic risks related to financial affairs, including capital structure and liquidity risk, transaction execution risk, credit and counterparty risk, market risk, insurance risk, and foreign exchange risk; reviews the policies and strategies for managing financial exposure and contingent liabilities 20      CORNING2019 PROXY STATEMENT Table of Contents Corporate Governance and the Board of Directors Committee Primary Responsibilities Nominating and Corporate Governance(3) Number of Meetings in 2018: 5 ●Determines the criteria for selecting and assessing director nominees, identifies individuals qualified to become Board members, reviews candidates recommended by shareholders, and recommends to the Board director nominees to be proposed for election at the annual meeting of shareholders ●Monitors significant developments in the regulation and practice of corporate governance ●Monitors potential risks related to governance practices by reviewing succession plans and performance evaluations of the Board and CEO, monitoring legal developments and trends regarding corporate governance practices, and evaluating related party transactions ●Assists the Board in assessing the independence of directors and reviews transactions between Corning and related persons that are required to be disclosed in our success. Ourfilings with the SEC ●Identifies Board members to be assigned to the various committees ●Oversees and assists the Board in the review of the Board’s performance ●Reviews activities of Board members and senior executives for potential conflicts of interest (1) The Board of Directors has determined that each member of our non-employee directors qualifies as “independent” in accordance with the listingAudit Committee satisfies the applicable audit committee independence requirements of the New York Stock Exchange (NYSE), applicable U.S. Securities and Exchange Commission (SEC) rules and the Company’s director qualification standards. OfSEC. The Board also determined that each member of our 13 directors, 12 (92%)Audit Committee is financially literate and Mr. Landgraf, Mr. Blair, Mr. Brun, Dr. Burns and Dr. Wrighton are independent under“audit committee financial experts” within the NYSE listing requirements,meaning of the applicable SEC rules, and the Company’s director qualification standards. Mr. Weeks is not independent because he is an executive officer of Corning. The NYSE listing requirements state that no director may be qualified as “independent” unless our Board affirmatively determines that the director has no material relationship with Corning. The Board considers all relevant facts and circumstances when making independence determinations, including application of the following NYSE criteria, any of which would bar a director from being determined to be “independent”: ● the director or an immediate family member is, or has been within the last three years, an executive officer of Corning  ● the director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from Corning, other than director and committee fees and pension or other forms of deferred compensation for prior servicerules. CORNING INCORPORATED- 2016 Proxy Statement    15 Table of Contents Corporate Governance and the Board of Directors ● (2) the director or an immediate family member is a current partner or employee of a firm that is Corning’s internal or external auditor (and in the case of the family member, such person personally works on Corning’s audit), or at any time during the past three years the director or the family member was a partner or employee of such firm and personally worked on Corning’s audit  ● the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of Corning’s present executive officers at the same time serve or served on that company’s compensation committee, and  ● the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Corning for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues In addition, in accordance with NYSE listing requirements, in determining the independence of any director who will serve on the Compensation Committee, our Board considers all factors specifically relevant to determining whether a director has a relationship with Corning that is material to that director’s ability to be independent from management in connection with fulfilling his or her duties as a Compensation Committee member, including but not limited to the source of compensation of such director, including any consulting, advisory or other compensatory fees paid by Corning to the director, and whether such director is affiliated with Corning or any of its subsidiaries or affiliates. Further, directors who serve on the Audit Committee must satisfy standards established by the SEC which provide that to qualify as “independent” for purposes of audit committee membership, members may not accept directly or indirectly any consulting, advisory or other compensatory fees from the Company other than their director compensation, and they may not be affiliates of Corning. Our Corporate Governance Guidelines require the Board to make an annual determination regarding the independence of each of our directors. In making its independence determinations, the Board considered transactions that occurred since the beginning of 2013 between Corning and entities associated with our independent directors or members of their immediate family. In making director independence determinations, the Board reviewed and discussed information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to Corning and Corning’s management. The Board’s independence determinations included reviewing the following: ● Each of Mr. Cummings, Mr. Martin, Ms. Henretta and Drs. Huttenlocher and Wrighton is or was, during the previous three years, an employee of a company or organization that did business with Corning at some time during those years. Corning’s business relationships with such company or organization were ordinary course/arms’ length dealings, and no Corning director had a personal interest in, or received a personal benefit from, such relationships. Payments or contributions to or from each of these entities constituted less than the greater of $1 million, or 2% of such entities’ consolidated gross revenues in each of those years.   ● Mr. Cummings is a former employee of JPMorgan Chase & Co. (JPM). He retired from JPM as of February 1, 2016. He was not an executive officer of JPM. JPM is one of various investment banks that provide services to Corning, and Corning’s relationship with JPM precedes both Mr. Cummings’ service as a director of the Company and his employment with JPM. During his employment with JPM, Mr. Cummings was precluded from participating in services provided by JPM to Corning and fees Corning paid to JPM. He had no involvement in Corning’s decision as to what services Corning requested from JPM. Mr. Cummings had no personal interest in, nor did he receive any personal benefit from, Corning’s business relationship with JPM. Corning’s payments to JPM and its affiliates for these services constituted less than the greater of $1 million, or 2% of JPM’s consolidated gross revenues in each of the last three years.   ● Dr. Burns is a former Chairman, President and CEO of Dow Corning Corporation (DCC). She retired from DCC in December 2011. DCC is an independently managed company in which Corning has a 50 percent equity interest; it is not controlled by Corning; it is not consolidated in Corning’s financial statements; and it has never been a subsidiary of Corning. In December 2015, The Dow Chemical Company (Dow) and Corning announced the signing of a definitive agreement to realign the ownership of DCC such that Dow will become the 100 percent owner of DCC. In determining that each of the relationships set forth above is not material, the Board considered the following additional facts: that such relationships arise only from such director’s position as an employee or director of the relevant company with which Corning does business; that such director has no direct or indirect material interest in any of the business relationships or transactions; that such director had no role or financial interest in any decisions about any of these relationships or transactions; and that such a relationship does not bar independence under the NYSE listing requirements, applicable SEC rules or Corning’s director qualification standards. Based on all of the relevant facts and circumstances, the Board concluded that none of the director relationships mentioned above constituted a material relationship with Corning that represents a potential conflict of interest, or otherwise interferes with the exercise by any of these directors of his or her independent judgment with respect to Corning. Policy on Transactions with Related Persons The Board of Directors has adopted a written policy requiringdetermined that any transaction (a) involving Corning (b) in which one of our directors, nominees for director, executive officers, or greater than 5% shareholders, or their immediate family members, have a direct or indirect material interest and (c) where the amount involved exceeds $120,000 in any fiscal year, be approved or ratified by a majority of independent directorseach member of the full Board or by a designatedCompensation Committee satisfies the applicable compensation committee independence requirements of the Board. NYSE and the SEC. (3) The Board of Directors has designateddetermined that each member of the Nominating and Corporate Governance Committee with responsibility for reviewing and approving any such transactions. In determining whether to approve or ratify any such transaction,satisfies the independent directors or relevantapplicable nominating committee must consider, in addition to other factors deemed appropriate, whetherindependence requirements of the transaction is on terms no less favorable to Corning thanNYSE. Director Independence Our Board is 93% independent and such independent oversight bolsters our success. Our Board has determined that each of our non-employee directors qualifies as “independent” in accordance with the listing requirements of the NYSE, applicable SEC rules and the Company’s director qualification standards. Mr. Weeks is not independent because he is an executive officer of Corning. The NYSE listing requirements state that no director may be qualified as “independent” unless our Board affirmatively determines that the director has no material relationship with Corning. When making independence determinations, the Board considers all relevant facts and circumstances which might bar a director from being determined to be “independent”, including the NYSE criteria. Our Corporate Governance Guidelines require the Board to make an annual determination regarding the independence of each of our directors. In making its independence determinations, the Board considered transactions, if any, that occurred since the beginning of 2016 between Corning and entities associated with our independent directors or members of their immediate family. The Board also reviewed and discussed information with regard to each director’s business and personal activities as they may relate to Corning and Corning’s management. It considered that each of Mr. Martin, Ms. Henretta and Drs. Huttenlocher and Wrighton is or were, during the previous three years, an employee of a company or organization that had a business relationship with Corning at some time during those years. The Board also considered: that Corning’s business relationships with each such company or organization were ordinary course/arm’s length dealings; no Corning director had a personal interest in, or received a personal benefit from, such relationships; any payments or contributions to or from each of these entities constituted less than the greater of $1 million, or 2% of such entity’s consolidated gross revenues in each of those years; that such relationships arise only from such director’s position as an employee of the relevant company with which Corning does business; that such director has no input or direct or indirect material interest in any of the business relationships or transactions; that such director had no role or financial interest in any decisions about any of these relationships or transactions; and that such a relationship does not bar independence under the NYSE listing requirements, applicable SEC rules or Corning’s director qualification standards. CORNING2019 PROXY STATEMENT      21 Table of Contents Corporate Governance and the Board of Directors Based on all of the relevant facts and circumstances, the Board concluded that none of the director relationships mentioned above constituted a material relationship with Corning that represents a potential conflict of interest, or otherwise interferes with the exercise by any of these directors of his or her independent judgment with respect to Corning. Policy on Transactions with Related Persons The Board of Directors has a policy requiring the full Board or a designated Board committee to approve or ratify any transaction involving Corning in which one of our directors, nominees for director, executive officers, or greater than 5% shareholders, or their immediate family members, have a direct or indirect material interest and where the amount involved exceeds $120,000 in any fiscal year. The Board has delegated to the Nominating and Corporate Governance Committee the responsibility for reviewing and approving any such transactions. In determining whether to approve or ratify any such transaction, the Board or relevant committee must consider, in addition to other factors deemed appropriate, whether the transaction is on terms no less favorable to Corning than transactions involving unrelated parties. No director may participate in any review, approval or ratification of any transaction if he or she, or his or her immediate family member, has a direct or indirect material interest in the transaction. We did not have any transactions requiring review and approval in accordance with this policy during 2018. Compensation Committee Interlocks and Insider Participation No member of the Compensation Committee is now, or has ever been, an officer or employee of Corning. No member of the Compensation Committee had any relationship with Corning or any of its subsidiaries during 2018 pursuant to which disclosure would be required under applicable rules of the SEC pertaining to the disclosure of transactions with related persons. No Corning executive officer currently serves or served during 2018 on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on Corning’s Board or Compensation Committee. Board Composition and Tenure Our Board is responsible for the oversight and success of our Company. Beyond a broad range of skills and experiences, we seek to maintain an optimal mix of newer directors, who bring fresh perspectives, and longer-tenured directors, who have contributed to developing our strategy – which takes a long-term approach to innovation – and have acquired an in-depth understanding of our global organization. The result is a high-functioning and engaged Board. A supermajority of independent directors ensures robust debate and challenged opinions in the boardroom, while diversity of gender, age, ethnicity and expertise contributes to a diverse range of views. Our 14 directors include a diverse range of individuals, including three women, two African-Americans, and four directors who hold science, technology or mathematics Ph.Ds. We also have two decades of age diversity among our directors, with their ages ranging between 52 and 74 years. We also value the broad corporate governance experience of directors who serve on the boards of other public companies, which adds additional rigor to our governance and risk oversight practices. 22      CORNING2019 PROXY STATEMENT Table of Contents Corporate Governance and the Board of Directors CHARACTERISTICS OF OUR BOARD (EXCLUDING OUR CEO) 5 new directors joined the Board in the last six years 100% Independent 3 Women 2 African- Americans Average age of directors is 66 Average tenure of 8.2 years Board Nomination and Refreshment Process When considering Board candidates, the Nominating and Corporate Governance Committee considers those factors most relevant to the Company’s needs, including related knowledge, diversity of background, and experience in areas including business, finance, accounting, science and technology, marketing, manufacturing, operations, international business, government and human capital management. The Committee assess personal qualities of leadership, character, judgment, ethics and reputation; roles and contributions valuable to the business community and the ability to act on behalf of shareholders; whether the candidate is free of conflicts and has the time required for preparation, participation and meeting attendance. In February 2019, the Committee formalized its diversity focus by approving new Corporate Governance Guidelines which state that it will actively seek out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, to include in the pool from which Board nominees are chosen. In the case of incumbent directors, the Nominating and Corporate Governance Committee will review such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any transactions of such directors with the Company during their term. For those potential new director candidates who appear upon first consideration to meet the Board’s selection criteria, the Nominating and Corporate Governance Committee will conduct appropriate inquiries into their background, qualifications and skills relevant to Corning’s Strategy and Capital Allocation Framework and, depending on the result of such inquiries, arrange for in-person meetings with the potential candidates. The Nominating and Corporate Governance Committee uses multiple sources for identifying director candidates, including executive search firms, its members’ own contacts, and referrals from other directors, members of management and the Company’s advisors. To maintain a pipeline for new directors, the Nominating and Corporate Governance Committee has retained the executive search firm of Spencer Stuart to help identify director prospects, perform candidate outreach, assist in reference and background checks, and provide other related services on an ongoing basis. Director candidates recommended by shareholders in the manner described on page 84 will be considered in the same manner in which the Nominating and Corporate Governance Committee evaluates candidates recommended by other sources. In addition, our by-laws permit a group of up to 20 shareholders who have owned a minimum of 3% of our outstanding capital stock for at least three years to submit director nominees for up to the greater of two directors or 20% of the board for inclusion in our proxy statement. See “How Do I Submit A Shareholder Proposal For, Or Nominate a Director For Election At, Next Year’s Annual Meeting” on page 84 of this proxy statement. CORNING2019 PROXY STATEMENT      23 Table of Contents Corporate Governance and the Board of Directors Management Succession Planning One of the Board’s primary responsibilities is ensuring that Corning has a high-performing management team in place. The Company’s CEO is supported by a Management Committee of ten senior executives that oversee the full sphere of the Company’s business, of which four are also our Named Executive Officers. The Board oversees management succession planning, with our Lead Independent Director facilitating ongoing review and Board approval of succession and management development plans for the CEO and Management Committee. The goal of this ongoing process is to maximize the pool of internal candidates able to assume top management positions with minimal business interruption. To assist the Board, the CEO annually provides an assessment of senior managers and their potential as successor CEO, as well as individuals considered potential successors to certain other senior management positions. Each member of the Management Committee annually presents to fellow Management Committee members his or her own succession planning analysis. Risk Oversight Our Board recognizes the importance of effective risk oversight in running a successful global business and in fulfilling its fiduciary responsibilities to Corning and its shareholders. While the CEO and other members of our senior leadership team are responsible for the day-to-day management of risk, our Board is responsible for oversight of the Company’s risk management program. The Board exercises this oversight responsibility directly and through its committees. Board of Directors (Committee report-outs, discussions with management and annual Board review) Audit Committee Reviews our enterprise risk management program; monitors legal and regulatory risks by regular discussions with management; oversees internal and external audit; evaluates potential risks related to accounting, internal control over financial reporting, tax planning and cybersecurity, including data protection and digital. Compensation Committee Monitors potential risks related to the design and administration of compensation plans and policies, and benefits and perquisites plans and policies, including performance-based compensation programs, to promote appropriate incentives in line with shareholder interest that do not promote excessive risk-taking. Finance Committee Monitors strategic risks related to financial affairs, including (but not limited to) capital structure and liquidity risk, transaction execution risk, credit and counterparty risk, market risk and foreign exchange risk; reviews the policies and strategies related to tax, financial exposures and contingent liabilities. Corporate Relations Committee Monitors risks relating to public relations, reputation, employment policy and employee relations, political activity, community responsibility and environmental, social and governance matters. Nominating and Corporate Governance Committee Monitors potential risks related to governance practices by reviewing succession plans and performance evaluations of the Board, monitoring legal developments and trends regarding corporate governance practices and evaluating potential related party transactions. Management (Updates to Board or relevant Committees on risk exposures and mitigation efforts) 24      CORNING2019 PROXY STATEMENT Table of Contents Corporate Governance and the Board of Directors Management and the Board discuss risks associated with strategic alternatives being contemplated and the risk-reward associated with these alternatives. Once such a strategy is in place, at each meeting, the Board reviews it with the CEO and discusses any newly-identified strategic risks. Operationally, management reports periodically to the Board on the Company’s enterprise risk management (ERM) policies and procedures, and to the Audit, Finance, and Corporate Relations Committees on our top risks and compliance policies and practices. Management also provides a comprehensive annual report of top risks to the Board. Corning’s ERM program utilizes (1) a Risk Council chaired by the Executive Vice President and Chief Financial Officer and composed of Corning management and staff to aggregate, prioritize and assess risks, including strategic, financial, operational, business, reputational, governance and managerial risks; (2) an internal audit department; and (3) a Compliance Council, which reports directly to each of the Audit Committee and Corporate Relations Committee and reviews the Company’s compliance with laws and regulations of the countries in which we conduct business. The Board believes that the work undertaken by the committees of the Board, together with the work of the full board and the Company’s management, enables the Board to effectively oversee Corning’s management of risk. Assessment of Company Culture Directors are positioned to assess Company culture in a number of ways. The Company’s full Management Committee attends every Board meeting and numerous other members of management attend committee meetings. Formal dinners and informal lunches with attendees at the meetings provide Directors insight to how our teams function. When presenting an issue relevant to the Board, full business and technology teams attend to answer the Directors’ questions and to join them at these dinners and lunches. Once a year the Board visits our research campus to meet with dozens of employees working on our key innovation initiatives. The Board meets at different Corning locations – occasionally internationally – to see our manufacturing facilities, meet local managers and employees and explore the Company’s culture. At the Company’s annual meeting, all Company officers and their spouses are invited to attend the Board dinner and have opportunities for direct interaction. Compensation Risk Analysis In February 2019, the Committee reviewed the conclusions of a risk assessment of our compensation policies and practices covering all employees. This type of assessment is conducted annually by a cross-functional team with representatives from Human Resources (Compensation and Benefits), Law and Finance. The Committee evaluated the levels of risk-taking that potentially could be encouraged by our compensation arrangements, considering the arrangements’ risk-mitigation features, to determine whether they are appropriate in the context of our strategic plan and annual budget, our overall compensation arrangements, our compensation objectives, and Corning’s overall risk profile. Identified risk-mitigation features included the following: ● The mix of cash and equity payouts tied to both short-term financial performance, mid-term financial performance, and long-term value creation; ● The time vesting requirements in our long-term incentive plans, which help align the interests of employees to shareholders; ● The use of multiple financial performance metrics that are readily monitored and reviewed, and aligned with the corporate and business unit objectives; ● The rigorous budget and goal-setting processes that involve both top-down and bottom-up analyses; ● The use of common performance metrics for incentives across Corning’s management team and all eligible employees with corporate results impacting the compensation of all Corning employees; ● Governance committees and plan caps that are intended to avoid imprudent risk-taking; ● Our robust stock ownership, clawback, anti-hedging and anti-pledging policies for NEOs and other employees; ● Multiple levels of review and approval of awards, including Committee approval of all officer compensation; and ● Immediate oversight of executive pay matters in accordance with this policy during 2015. 16     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Corporate Governancemergers and acquisitions and unit compensation throughout the Board of Directorsacquisition integration process. The Committee concluded that Corning’s executive compensation program is balanced and does not reward excessive financial risk-taking. We believe that Corning does not use compensation policies or practices that create risks that are likely to have a material adverse effect on the Company. CORNING Compensation Committee Interlocks2019 PROXY STATEMENT      25 Table of Contents Corporate Governance and the Board of Directors Board and Shareholder Meeting Attendance The Board of Directors met in person five times during 2018. Attendance at Board and committee meetings averaged 99% in 2018, and each incumbent director attended no less than 90% of the meetings of the Board and committees on which the director served. All of our directors attended our 2018 Annual Meeting of Shareholders except for Mr. Brun, who became a director in July 2018. The Board has a policy requiring all directors to attend our Annual Meeting, absent extraordinary circumstances. Ethics and Conduct We are committed to conducting business lawfully and ethically. Our directors, NEOs, and Insider Participation No member of the Compensation Committee is now, or has ever been, an officer or employee of the Company. No member of the Compensation Committee had any relationship with the Company or any of its subsidiaries during 2015 pursuant to which disclosure would be required under applicable rules of the SEC pertaining to the disclosure of transactions with related persons. None of the executive officers of the Company currently serves or served during 2015 on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on Corning’s Board of Directors or Compensation Committee. Other Matters Corning is headquartered in a small community in upstate New York. Throughout its history, the Company has routinely made contributions to civic, educational, charitable, cultural and other institutions that improve the quality of life and increase the resources of the surrounding community, making it more attractive to employees. In a small community, inevitably employees, including executives and their spouses, have relationships with the non-profit organizations that receive such contributions from the Company. The Company undertakes its philanthropic endeavors both directly and indirectly through The Corning Incorporated Foundation (the Foundation). We believe in being an active corporate citizen and the Foundation directs its efforts toward the communities where Corning operates, promoting educational and social progress that improves the quality of life for the entire community. The Foundation’s grant activity is aimed at five areas: education, culture, community, health and human services and disaster relief. In 2015, Corning donated $6 million to the Foundation. During 2015, the Foundation disbursed approximately $5.6 million, of which over 60% was directed toward educational institutions, including the Corning Painted Post Area School District and Corning Community College. Corning’s direct giving includes annual contributions to various cultural and educational institutions locally in Corning, New York, and internationally. Locally, the Corning Museum of Glass (CMoG) – the world’s leading glass museum – is the largest benefactor of support from Corning. Wendell P. Weeks (chairman, CEO and president), David Morse (executive vice president and chief technology officer), Jeffrey W. Evenson (senior vice president and operations chief of staff), and Mark S. Rogus (senior vice president and treasurer) serve on the CMoG board of trustees. In 2015, Corning provided cash and non-cash contributions of services to CMoG of approximately $32 million. Corning provides financial support to the Alternative School for Math and Science (ASMS), a private middle school located in Corning, New York, with an advanced curriculum focusing on science and math. Currently, children of Corning employees represent approximately 50% of its enrollment. In 2015, non-cash contributions totaled approximately $1.3 million and cash contributions totaled $288,000. Mark S. Rogus (senior vice president and treasurer), Christine M. Pambianchi, (senior vice president, Human Resources), and Kim Frock Weeks (spouse of Wendell P. Weeks, our chairman, CEO and president) serve on the ASMS board of trustees. Ms. Frock Weeks also serves as administrative head of school at ASMS, but receives no salary or benefits in this role. Corning also provides financial support to other educational institutions. In 2015, Corning donated cash of approximately $1 million to support other local K-12 schools in areas where Corning facilities are located. Ethics and Conduct We are committed to conducting business lawfully and ethically. All of our directors and NEOs, like all Corning employees, are required to act at all times with honesty and integrity. We have a comprehensive Code of Conduct that applies to all Corning directors and employees that covers areas of professional conduct, including conflicts of interest, the protection of corporate opportunities and assets, employment policies, non-discrimination policies, confidentiality, vendor standards, and intellectual property, and requires strict adherence to all laws and regulations applicable to our business. Our Board spends meaningful time with executive management at board meetings, and other members of management at other board events, where the relationships developed enable the Board to ensure that the Company maintains a culture of integrity, responsibility and accountability throughout the organization. We also have a supplemental “Code of Conduct for Directors and Executive Officers” that includes policies calling for strict observance of all laws applicable to our business, that requires directors and executive officers to avoid any conflict between their personal interests and the interests of the company in dealing with suppliers, customers, and other third parties, and which imposes standards upon certain conduct in their personal affairs, including transactions in securities of the Company, any company affiliate, or any unaffiliated organization. Each director and executive officer is expected to be familiar with and to follow these policies to the extent applicable to them. Any employee can provide an anonymous report of an actual or apparent violation of our Codes of Conduct. We will disclose any future amendments to, or waivers from, any provision of our Codes of Conduct involving our directors, our principal executive officer, principal financial officer, principal accounting officer, controller or other persons performing similar functions on our website within four business days following the date of any such amendment or waiver. No such waivers were sought or granted in 2018. Lobbying and Political Contributions Policy Corning encourages employees to participate in the political process on a personal basis. However, any use of Corning funds, property, resources or employee work time for U.S. political purposes — for example, to any U.S. political party, candidate or government official – is subject to Corning’s Lobbying and Political Contributions Policy and must be approved in advance by Corning’s Government Affairs office. Any contact with members of the U.S. Congress on behalf of Corning, or any Corning contribution to U.S. government officials or payment related to these officials, must be approved by and coordinated through Corning’s Government Affairs office. Our policy can be found atcorning.com/political-contributions. Communications with Directors Shareholders and interested parties may communicate concerns to any director, committee member or the Board by writing to the following address: Corning Incorporated Board of Directors, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831, Attention: Corporate Secretary. Please specify to whom your correspondence should be directed. The Board has instructed our Corporate Secretary to review correspondence directed to the Board and, at the Corporate Secretary’s discretion, to forward items that are appropriate for the Board’s consideration. 26      CORNING2019 PROXY STATEMENT Table of Contents Corporate Governance and the Board of Directors Corporate Governance Materials Available on Corning’s Website In addition to our Corporate Governance Guidelines and Director Qualification Standards, other information relating to Corning’s corporate governance is available on the Investor Relations – Governance – Downloads section of our website atinvestor.corning.com/investor-relations/governance/overview/default.aspx including: ● Corporate Governance Guidelines with Director Qualification Standards ● Corning Incorporated By-Laws ● Political Contributions and Lobbying Policy ● Whistleblower Policy ● Code of Conduct for Directors and Executive Officers ● Code of Ethics for Chief Executive Officer and Financial Executives ● Our Code of Conduct covers areas of professional conduct, including conflicts of interest, the protection of corporate opportunities and assets, employment policies, non-discrimination policies, confidentiality, vendor standards and intellectual property, and requires strict adherence to all laws and regulations applicable to our business. Our Code of Conduct also describes the means by which any employee can provide an anonymous report of an actual or apparent violation of our Code of Conduct. We will disclose any future amendments to, or waivers from, any provision of our Code of Conduct involving our directors, our principal executive officer, principal financial officer, principal accounting officer, controller or other persons performing similar functions on our website within four business days following the date of any such amendment or waiver. No such waivers were sought or granted in 2015. Communications with Directors Shareholders and interested parties may communicate concerns to any director, committee member or the Board by writing to the following address: Corning Incorporated Board of Directors, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831, Attention: Corporate Secretary. Please specify to whom your correspondence should be directed. The Corporate Secretary has been instructed by the Board to promptly forward all correspondence (except advertising, spam, junk mail and other mass mailings, product inquiries and suggestions, resumes, surveys or any unduly hostile, threatening or illegal materials) to the relevant director, committee member or the full Board, as indicated in the correspondence. CORNING INCORPORATED- 2016 Proxy Statement17 Table of Contents Corporate Governance and the Board of Directors Corporate Governance Materials Available on Corning’s Website In addition to our Corporate Governance Guidelines and Director Qualification Standards, other information relating to corporate governance at the Company is available on the Investor Relations – Governance – Downloads section of our website (http://www.corning.com/worldwide/en/about-us/investor-relations/board-download-library.html) including: ● Audit Committee Charter ● Compensation Committee Charter ● Corporate Relations Committee Charter ● Finance Committee Charter ● Nominating and Corporate Governance Committee Charter ● Code of Conduct for Directors and Executive Officers Corning’s Human Rights Policy is available athttp://www.corning.com/worldwide/en/sustainability/people/human-rights-policy.html. CORNING2019 PROXY STATEMENT      27 ● Code of Ethics for Chief Executive Officer & Financial Executives ● Corning Incorporated By-Laws ● Our Code of Conduct Table of Contents 18     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Proposal 1 Election of Directors Board of Directors’ Qualifications and Experience Our Board is composed of accomplished professionals with diverse skills and areas of expertise. The broad range of skills, knowledge, and opinions represented on our Board is one of its core strengths. Moreover, we believe our directors’ wide range of professional experiences and backgrounds, education, and skills provides significant value to the Company, and we intend to continue leveraging this strength. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors granted Mr. Canning a one-time waiver of the mandatory retirement age policy on February 6, 2019. The Board concluded that Mr. Canning’s experience and skill set, in particular his broad financial experience and ongoing contributions in furtherance of the Strategy and Capital Allocation Framework, were exceptionally beneficial to the Company and that Mr. Canning’s continued service was in the best interest of the Company through the Framework’s conclusion. The following table describes key competencies and skills of our directors. All directors other than Mr. Weeks are independent. Mr. Clark is the Lead Independent Director. 28      CORNING2019 PROXY STATEMENT Table of Contents Proposal 1Election of Directors Board of Directors’ Qualifications and ExperienceLeadership Our Board is composed of accomplished professionals with diverse areas of expertise, including leadership, finance and investing, industry experience, technology, research and development, innovation, commercial, international business, operations, government, academia, science, marketing, manufacturing, management, and entrepreneurship. We believe that the broad range of skills, knowledge, opinions and fields of expertise represented on our Board is one of its core strengths. We believe our directors’ wide range of professional experiences and backgrounds, education and skills has proved to be of significant value to the Company, and we intend to continue leveraging this strength. The following table describes key competencies and skills of our Board. Key Competencies Leadership ● ● ● ● ● ● ● ● ● ● ● ● ● Industry Experience ● ● ● ● ● ● ● ● ● Financial, Investment, and/or Banking Experience ● ● ● ● ● ● ● ● ● Technology, R&D, Innovation and/or Entrepreneurial/Commercial Experience ● ● ● ● ● ● ● ● ● ● International Experience ● ● ● ● ● ● ● Academia, Law, Government, Politics or Regulatory Experience ● ● ● ● ● ● ● ● ● Other Designations Independent Director ● ● ● ● ● ● ● ● ● ● ● ● Audit Committee “Financial Expert” ● ● ● Leadership.These directors have CEO or other senior officerexecutive experience, and a demonstrated record of leadership qualities, which includes a practical understanding of organizations, processes, strategy, risk and risk management and methods to drive change and growth. ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ Industry Experience.Experience These directors have experience in or directly relevant to our businesses, which fosters active participation in the developmentdeveloping and implementation ofimplementing our operating plan and business strategy. They have valuable perspectives on issues specific to the Company’sCorning’s business. ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ Financial, Investment, and/or Banking Experience.Experience These directors possess an acute understanding of finance and financial reporting processes. Accurate financial reporting and robust auditing are critical to the Company’sCorning’s success. ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ Technology,Academia, R&D, and Innovation and/or Entrepreneurial/Commercial Experience. These directors provide valuable perspectives on developinghave advanced degrees in relevant fields and investingexceptionally deep knowledge of technology and research & development in new technologies, skillsareas critical to Corning as a science, technology, and innovation company. ⬛ ⬛ ⬛ ⬛ Entrepreneurial/Commercial Experience These directors provide valuable perspectives on developing, investing in and commercializing new technologies ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ International Experience.Experience Corning’s future success depends, in part, on our success in growingability to grow our businesses outside the United States. Our directors with global business or international experience provide valued perspective on our operations. ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ Academia, Law, Government, Politics or Regulatory Experience.Experience These directors have strong critical thinking and verbal communications skills as well as diversity of views. Legal, government and regulatory experience is relevant to the CompanyCorning as industry regulations can be critical to the financial welfare and growth of theour various businesses. CORNING INCORPORATED- 2016 Proxy Statement    19 Table of Contents Proposal 1 Election of Directors 2016 Board Committees Board Committees* Audit ● ● ● C ● ● Compensation ● ● C ● Corporate Relations C ● ● Executive ● ● ● ● ● C Finance ● ● C ● ● Nominating and Corporate Governance ● ● ● ● C ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ *Audit Committee membershipFinancial Expert These directors qualify as of February 4, 2016; “C” denotes the Chair of the committee.audit committee financial experts as defined by applicable SEC rules. ⬛ ⬛ ⬛ ⬛ ⬛ Public Company Board Nomination and Renewal Process The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become Board members and making recommendations on director nominees to the full Board. When identifying and selecting director nominees, the Committee considers the impact a nominee would have on the Board’s balance of professional experience, background, viewpoints, skills and areas of expertise. Additionally, the Committee considers input from the Board’s self-evaluation process to identify the backgrounds or skill sets that are desired and future needs of the Board in light of anticipated director retirements under our Board tenure policies – recognizing that the appropriate mix of director competencies and experiences evolves over time. The Committee also considers diversity of race, gender and national origin of potential director candidates. We believe that our diverse mix of directors fosters candid and challenging discussions, in service of the best decisions for the Company and its shareholders. The Nominating and Corporate Governance Committee has retained an independent search firm to assist in identifying director candidates, and will also consider recommendations from shareholders. If you wish to nominate a candidate, please forward the candidate’s name and a detailed description of the candidate’s qualifications, skills and experience, a document indicating the candidate’s willingness to serve and evidence of the nominating shareholder’s ownership of Corning’s shares to: Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831. A shareholder wishing to nominate a candidate must also comply with the notice requirements described on page 69. The Board does not have a specific policy regarding consideration of gender, ethnic or other diversity criteria in identifying director candidates; however, the Board has had a longstanding commitment to, and practice of, maintaining diverse representation on the Board. Tenure Our Board’s composition represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors: Tenure on Board Number ofExperience Director Nominees More than 10 years 3 5 to 10 years 3 Less than 5 years 7 The Board maintains the following tenure policies (contained in our Corporate Governance Guidelines) as a means of ensuring that the Board is regularly renewed with fresh perspectives: Tenure Policies Mandatory Retirement Directors must retire at the annual meeting of shareholders following the director’s 74th birthday Change in Principal Employment Directors must offer to resign upon any significant change in principal employment or responsibilities Since our 2015 Annual Meeting, James B. Flaws retired from the Board as of November 30, 2015, in conjunction with his retirement from Corning Incorporated after 42 years of service. 20     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Proposal 1 Election of Directors Shareholder Nominations of Director Candidates Proxy Access In December 2015, we amended our by-laws to permit a group of up to 20 shareholders whoThese directors have owned a minimum of 3% of our outstanding capital stock for at least three years to submit director nominees for up to the greater of 2 directors or 20%extensive experience as members of the board for inclusion in our proxy statement, subject to complying with the requirements identified in our by-laws. Shareholders who wish to nominate directors for inclusion in our proxy statement or directly at an annual meeting in accordance with the procedures in our by-laws should follow the instructions under “How Do I Submit A Shareholder Proposal For, Or Nominate a Director For Election At, Next Year’s Annual Meeting” in this proxy statement. CORNING INCORPORATED- 2016 Proxy Statement21 Table of Contents Proposal 1 Election of Directors 2016 Nominees for Director After considering the recommendations of the Nominating and Corporate Governance Committee, the Board has set the number of directors of at 13 and nominated the persons described below to stand for election. Each of Messrs. Blair, Canning, Clark, Cummings, Landgraf, Martin, Tookes and Weeks, Ms. Henretta, and Drs. Burns, Huttenlocher, Rieman and Wrighton were elected by Corning’s shareholders at the 2015 Annual Meeting. All of the nominees have consented to being named in this proxy statement and to serve as director if elected. The Board believes that each of these nominees is qualified to serve as a director of Corning and the skills and qualifications of each nominee that were considered by the Board are included with the nominee’s biographical information. Equally important, the Board believes that the combination of backgrounds, skills and experiences has produced a Board that is well-equipped to exercise oversight responsibilities for Corning’s shareholders andleast two other public companies. ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ ⬛ After considering the recommendations of the Nominating and Corporate Governance Committee, the Board has set the number of directors at fourteen and nominated the persons described below to stand for election. All of the nominees were elected by Corning’s shareholders at the 2018 Annual Meeting, except for Mr. Brun who was appointed to the Board in July 2018, and have consented to being named in this proxy statement and to serve as director if re-elected. The Board believes that each of these nominees is qualified to serve as a director of Corning in light of their respective skills and qualifications, as further described below. Equally important, the Board believes this combination of backgrounds, skills and experiences creates a Board that is well-equipped to exercise oversight responsibilities for Corning’s shareholders and other stakeholders. If elected by our shareholders, the fourteen director nominees will serve for a one-year term expiring at our 2020 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. FOR Our Board unanimously recommends that shareholders vote FOR all of our director nominees. CORNING2019 PROXY STATEMENT      29 Table of Contents Proposal 1Election of Directors Corning’s Director Nominees Age 60 Director Since 2014 Committees ●Audit ●Finance Current Public Company Directorships ●Dropbox, Inc. Public Company Directorships Held During the Past 5 Years ●None Donald W. Blair Retired Executive Vice President and Chief Financial Officer, NIKE, Inc. Mr. Blair was the executive vice president and chief financial officer of NIKE, Inc. from 1999 to October 2015. Prior to joining NIKE, he served fifteen years at PepsiCo, Inc. in a number of senior executive-level corporate and operating unit financial assignments, including chief financial officer roles for PepsiCo Japan (based in Tokyo) and Pepsi-Cola International’s Asia Division (based in Hong Kong). He began his career in 1981 as an accountant with Deloitte Haskins & Sells. Mr. Blair brings over 36 years of financial expertise and management experience at the international, operational, and corporate levels. He also has proven experience in developing and implementing strategies for delivering sustainable, profitable growth. Mr. Blair’s financial expertise and audit experience are valuable assets to our Finance and Audit committees. Skills and Qualifications —Expertise in finance, audit and management —Executive leadership experience —Experience in international business and finance Age 66 Director Since 2018 Committees ●Audit ●Compensation Current Public Company Directorships ●Broadridge Financial Solutions, Inc. ●CDK Global Inc. ●Merck & Co., Inc. Public Company Directorships Held During the Past 5 Years ●Automatic Data Processing, Inc. ●Hewlett Packard Enterprise Company Leslie A. Brun Chairman and Chief Executive Officer, Sarr Group LLC Mr. Brun is chairman and chief executive officer of Sarr Group, LLC, vice chairman and senior advisor of G100 Companies and a member of the Council on Foreign Relations. He is also the founder and former chief executive officer and chairman of Hamilton Lane, where he served as chief executive officer and chairman from 1991 until 2005, a former director and chairman of the board of Automatic Data Processing, Inc., and a former director of Hewlett Packard Enterprise Company. In addition, Mr. Brun also served as a managing director and co-founder of the investment banking group of Fidelity Bank, and as a past vice president in the corporate finance division of E.F. Hutton & Co. Mr. Brun brings to the board significant financial expertise and operating and management experience, along with extensive public company directorship and committee experience. He also brings broad experience on governance issues facing large public companies. Skills and Qualifications —Expertise in finance, management, investment banking, financial advisory and management across highly regulated industries —Executive leadership experience —Extensive corporate governance and public company board experience 30      CORNING2019 PROXY STATEMENT Table of Contents Proposal 1Election of Directors Age 64 Director Since 2012 Committees ●Audit ●Corporate Relations (Chair) Current Public Company Directorships ●HP Inc. ●Kellogg Company Public Company Directorships Held During the Past 5 Years ●GlaxoSmithKline plc Stephanie A. Burns Retired Chairman and Chief Executive Officer, Dow Corning Corporation Dr. Burns has 35 years of global innovation and business leadership experience. Dr. Burns joined Dow Corning in 1983 as a researcher and specialist in organosilicon chemistry. In 1994, she became the company’s first director of women’s health. She was elected to the Dow Corning Board of Directors in 2001 and elected as president in 2003. She served as chief executive officer from 2004 until May 2011 and served as chair from 2006 until her retirement in December 2011. Dr. Burns brings significant expertise in scientific research, issues management, science and technology leadership, and business management to the Board, as well as skills related to her Ph.D. in organic chemistry. She is the past honorary president of the Society of Chemical Industry and was appointed by President Obama to the President’s Export Council. Dr. Burns is a former chair of the American Chemistry Council. Skills and Qualifications —Global innovation, manufacturing and business leadership experience —Significant expertise in research and development, science and technology leadership, and audit and business management —Significant public company board experience Age 74 Director Since 2010 Committees ●Executive ●Finance ●Nominating and Corporate Governance Current Public Company Directorships ●None Public Company Directorships Held During the Past 5 Years ●Exelon Corporation John A. Canning, Jr. Chairman, Madison Dearborn Partners, LLC Mr. Canning co-founded Madison Dearborn Partners, LLC in 1992, serving as its chief executive officer until he became chairman in 2007. He previously spent 24 years with First Chicago Corporation, most recently as executive vice president of The First National Bank of Chicago and president of First Chicago Venture Capital. Mr. Canning is trustee and chairman of several Chicago-area non-profit organizations. He is a former commissioner of the Irish Reserve Fund and a former director and chairman of the Federal Reserve Bank of Chicago. Mr. Canning brings over 38 years of experience in private equity investing, including reviewing financial statements and audit results and making investment and acquisition decisions. As a former director and chairman of the Federal Reserve Bank of Chicago, he has insight into economic trends important to our business. In addition to his business experience, he also has a law degree and is a recognized leader in the Chicago business community. Mr. Canning’s experience in banking and managing investments make him a valued member of our Finance Committee. Skills and Qualifications —Sophisticated in private equity investing, including reviewing financial statements and audit results and making investment and mergers and acquisitions decisions —Applies insight into important economic trends relevant to our business —Experience in banking and managing investments CORNING2019 PROXY STATEMENT      31 Table of Contents Proposal 1Election of Directors Age 72 Director Since 2011 Committees ●Compensation ●Executive ●Nominating and Corporate Governance Current Public Company Directorships ●Automatic Data Processing, Inc. Public Company Directorships Held During the Past 5 Years ●None Richard T. Clark Retired Chairman, Chief Executive Officer and President, Merck & Co., Inc. Lead Independent Director If elected by our shareholders,Mr. Clark retired from Merck in 2011. He joined Merck in 1972 and held a broad range of senior management positions. He became president and chief executive officer of Merck in May 2005 and chairman of the 13 director nominees will serve forboard in April 2007. He transitioned from the chief executive officer role in January 2011 and served as Merck board chairman through November 2011. He was president of the Merck Manufacturing Division (June 2003 to May 2005) of Merck Sharp & Dohme Corp. He is chairman of the board of Project Hope and a one-year term expiringtrustee of several charitable non-profit organizations. As the former chairman, president and chief executive officer of a Fortune 100 company, Mr. Clark brings broad managerial expertise, operational expertise, and deep business knowledge, as well as a track record of achievement. Skills and Qualifications —Broad and deep managerial expertise, operational expertise, and business knowledge —Extensive experience in the issues facing public companies and multinational businesses —Significant public company board experience, including as chairman and chief executive officer of an R&D-focused global corporation Age 69 Director Since 2006 Committees ●Executive ●Finance (Chair) ●Nominating and Corporate Governance Current Public Company Directorships ●W. R. Grace & Co. Public Company Directorships Held During the Past 5 Years ●None Robert F. Cummings, Jr. Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co. Mr. Cummings retired as vice chairman of Investment Banking at our 2017 Annual MeetingJPMorgan Chase & Co. (JPM) in February 2016. He had served in that role since December 2010, advising on client opportunities across sectors and industry groups. Mr. Cummings began his business career in the investment banking division of Shareholders. Each director will hold officeGoldman, Sachs & Co. in 1973 and was a partner of that firm from 1986 until his orretirement in 1998. He served as an advisory director at Goldman Sachs until 2002. Mr. Cummings’ Board qualifications include more than 33 years of investment banking experience at Goldman Sachs and JPM, where he advised corporate clients on financings, business development, mergers, and acquisitions, and other strategic financial issues. Additionally, he brings knowledge in the areas of technology, telecommunications, private equity, and real estate to the Board. Skills and Qualifications —Extensive investment banking experience including finance, business development, and mergers and acquisitions —Knowledgeable in the areas of technology, telecommunications, private equity and real estate 32      CORNING2019 PROXY STATEMENT Table of Contents Proposal 1Election of Directors Age 57 Director Since 2013 Committees ●Audit ●Corporate Relations Current Public Company Directorships ●Meritage Homes Corporation ●NiSource, Inc. ●American Eagle Outfitters, Inc. Public Company Directorships Held During the Past 5 Years ●Staples, Inc. Deborah A. Henretta Retired Group President of Global E-Business, Procter & Gamble Ms. Henretta has over 30 years of business leadership experience across both developed and developing markets, as well as expertise in brand building, marketing, philanthropic program development and government relations. She joined Procter & Gamble (P&G) in 1985. In 2005, she was appointed President of P&G’s business in ASEAN, Australia and India. She was appointed group president, P&G Asia in 2007, group president of P&G Global Beauty Sector in June 2013, and group president of P&G E-Business in February 2015. She retired from P&G in June 2015. Ms. Henretta was a member of Singapore’s Economic Development Board (EDB) from 2007 to 2013. She contributed to the growth strategies for Singapore, and was selected to serve on the EDB’s Economic Strategies Committee between 2009 and 2011. In 2008, she received a U.S. State Department appointment to the Asia-Pacific Economic Cooperation’s Business Advisory Council. In 2011, she was appointed chair of this 21-economy council, becoming the first woman to hold the position. In that role, she advised top government officials, including former President Barack Obama and former Secretary of State Hillary Clinton. Ms. Henretta is a partner at G100 Companies where she assisted in establishing a Board Excellence program that provides director education on board oversight and governance responsibilities, including the areas of digital transformation and cyber security, as well as a partnership program for New Director Training. Skills and Qualifications —Significant experience in business leadership and global and international operations —Skilled in brand building, marketing and emerging market management —Significant knowledge of digital transformation and cyber security Age 60 Director Since 2015 Committees ●Audit ●Finance Current Public Company Directorships ●Amazon.com, Inc. Public Company Directorships Held During the Past 5 Years ●None Daniel P. Huttenlocher Dean and Vice Provost, Cornell Tech Dr. Huttenlocher is the founding dean of Cornell Tech, the technology graduate school of Cornell University located in New York City, a position he has held since 2012. In addition to positions as a professor and dean at Cornell, Dr. Huttenlocher has served as chief technology officer at Intelligent Markets, Inc. and as a principal scientist and member of the senior leadership team at the Xerox Palo Alto Research Center. Dr. Huttenlocher holds a Ph.D. in computer science and a Master of Science degree in Electrical Engineering, both from the Massachusetts Institute of Technology. He is a renowned computer science researcher and educator, and a prolific inventor with two dozen U.S. patents. He brings to the board extensive experience in technology innovation and commercialization, and expertise in developing next-generation products and services. Skills and Qualifications —Extensive experience in innovation and commercialization —Expertise in information technology and computer software —Experience with emerging technologies and customer experience CORNING2019 PROXY STATEMENT      33 Table of Contents Proposal 1Election of Directors Age 72 Director Since 2007 Committees ●Audit (Chair) ●Compensation ●Executive Current Public Company Directorships ●Louisiana-Pacific Corporation Public Company Directorships Held During the Past 5 Years ●None Kurt M. Landgraf President, Washington College In July 2017, Mr. Landgraf was elected president of Washington College. He previously served as president and chief executive officer of Educational Testing Service (ETS), a private non-profit educational testing and measurement organization, from 2000 until his retirement in December 2013. Prior to that, he was executive vice president and chief operating officer of E.I. Du Pont de Nemours and Company (DuPont), where he previously held a number of senior leadership positions, including chief financial officer. Mr. Landgraf was selected for his wealth of executive management experience in public companies, non-profit entities, higher education, and government. He brings to the Board his financial expertise and operations skills and experience, represented by his positions at ETS and DuPont. Mr. Landgraf’s other areas of specialized knowledge include technology, transportation, education, finance, pharmaceuticals, health care, energy, materials, and mergers and acquisitions. Skills and Qualifications —Extensive executive management experience in public companies, non-profit entities, higher education and government —Financial and audit expertise —Operations experience —Specialized knowledge including technology, transportation, education, pharmaceuticals, health care, energy, materials, and mergers and acquisitions —Significant public company board experience Age 52 Director Since 2013 Committees ●Corporate Relations ●Nominating and Corporate Governance Current Public Company Directorships ●None Public Company Directorships Held During the Past 5 Years ●Xtera Communications, Inc. Kevin J. Martin Vice President, Mobile and Global Access Policy, Facebook, Inc. Before Mr. Martin became Vice President, Mobile and Global Access Policy at Facebook, Inc. he was a partner and co-chair of the telecommunications practice at Squire Patton Boggs, an international law firm, from 2009 to 2015, and chairman of the Federal Communications Commission (FCC) from March 2005 to January 2009. Mr. Martin has two decades experience as a lawyer and policymaker in the telecommunications field. Before joining the FCC as a commissioner in 2001, Mr. Martin was a special assistant to the president for Economic Policy and served on the staff of the National Economic Council, focusing on commerce and technology policy issues. He served as the official U.S. government representative to the G-8’s Digital Opportunity Task Force. Mr. Martin brings deep experience to the board in the telecommunications, economics, governmental and legal arenas. Skills and Qualifications —Specialized knowledge of telecommunications, social media and information technology industries —Extensive knowledge of government policy and regulatory environment 34      CORNING2019 PROXY STATEMENT Table of Contents Proposal 1Election of Directors Age 69 Director Since 1999 Committees ●Audit ●Compensation (Chair) Current Public Company Directorships ●None Public Company Directorships Held During the Past 5 Years ●Neustar, Inc. Deborah D. Rieman Retired Executive Chairman, MetaMarkets Group Dr. Rieman has more than 31 years of experience in the software industry. In 2016, she retired as executive chairman of MetaMarkets Group. Previously, she was managing director of Equus Management Company, a private investment fund. From 1995 to 1999, she served as president and chief executive officer of Check Point Software Technologies, Incorporated. Dr. Rieman brings significant expertise in information technology, innovation and entrepreneurial endeavors to the Board and skills related to her successorPh.D. in mathematics. She is also the former president and chief executive officer of a software company specializing in security and has been electedexperience in technology development, marketing, business development and qualified or until the director’s earlier resignation or removal.support, investor relations and investing. All of our director nominees are currently members of our Board. Each has been recommended for election by our Skills and Qualifications —Expertise in information technology and cyber security —Experience in technology development, marketing, business development and support, innovation, entrepreneurial endeavors and investing Age 71 Director Since 2001 Committees ●Compensation ●Executive ●Nominating and Corporate Governance Committee(Chair) Current Public Company Directorships ●Harris Corporation ●NextEra Energy, Inc. ●Ryder Systems Inc. Public Company Directorships Held During the Past 5 Years ●None Hansel E. Tookes II Retired Chairman and approvedChief Executive Officer, Raytheon Aircraft Company Mr. Tookes retired from Raytheon Company in December 2002. He joined Raytheon in 1999 and nominated for election by ourserved as president of Raytheon International, chairman and chief executive officer of Raytheon Aircraft, and executive vice president of Raytheon Company. From 1980 to 1999, Mr. Tookes served United Technologies Corporation as president of Pratt and Whitney’s Large Military Engines Group and in a variety of other leadership positions. Mr. Tookes provides extensive experience in operations, manufacturing, performance excellence, business development, technology-driven business environments, and military and government contracting. He also brings his science and engineering education, training and knowledge to the Board. Below is biographical information about our director nominees. This information is current as of March 1, 2016, Mr. Tookes’ industry expertise includes aviation, aerospace and has been confirmed by each of our director nominees for inclusion in our proxy statement.defense, transportation, and technology. Donald W. Blair Age: 57 Director Since: 2014 Retired Executive Vice President and Chief Financial Officer, NIKE, Inc. Skills and Qualifications: ●Expertise in finance and management ●Executive leadership experience ●Experience in international business and finance Committees: ●Audit ●Finance Current Public Company Directorships: ●None Public Company Directorships Held During the Past 5 Years: ●None Mr. Blair was the executive vice president and chief financial officer of NIKE, Inc. from 1999 to October 2015. Prior to joining NIKE, he served 15 years at PepsiCo, Inc. in a number of senior executive-level corporate and operating unit financial assignments, including chief financial officer roles for PepsiCo Japan (based in Tokyo) and Pepsi-Cola International’s Asia Division (based in Hong Kong). He began his career in 1981 as an accountant with Deloitte Haskins & Sells. Mr. Blair brings 35 years of financial expertise and management experience at the international, operational, and corporate levels. He also has proven experience in developing and implementing strategies for delivering sustainable, profitable growth. Mr. Blair’s financial expertise and audit experience are valuable assets to our Finance and Audit committees. Stephanie A. Burns Age: 61 Director Since: 2012 Retired Chairman and Chief Executive Officer, Dow Corning Corporation Skills and Qualifications: ●Global innovation and business leadership experience ●Significant expertise in scientific research, issues management, science and technology leadership and business management Committees: ●Corporate Relations (Chair) Current Public Company Directorships: ●GlaxoSmithKline plc. ●HP Inc. ●Kellogg Company Public Company Directorships Held During the Past 5 Years: ●None Dr. Burns has nearly 33 years of global innovation and business leadership experience. Dr. Burns joined Dow Corning in 1983 as a researcher and specialist in organosilicon chemistry. In 1994, she became the company’s first director of women’s health. She was elected to the Dow Corning Board of Directors in 2001 and elected as president in 2003. She served as chief executive officer from 2004 until May 2011 and served as chair from 2006 until her retirement in December 2011. Dr. Burns brings significant expertise in scientific research, issues management, science and technology leadership and business management to the Board, as well as skills related to her Ph.D. in organic chemistry. She is the past honorary president of the Society of Chemical Industry and was appointed by President Obama to the President’s Export Council. Dr. Burns is a former chair of the American Chemistry Council. 22     CORNING INCORPORATED- 2016 Proxy Statement Table of ContentsSkills and Qualifications —Proposal 1 Extensive experience in global operations, manufacturing, performance excellence, business development, technology-driven business environments, and military and government contracting —Education, training and knowledge in science and engineering —Extensive public company board experience CORNING2019 PROXY STATEMENT      35 Table of Contents Proposal 1Election of Directors Age 59 Director Since 2000 Committees ●Executive (Chair) Current Public Company Directorships ●Amazon.com, Inc. ●Merck & Co., Inc. Public Company Directorships Held During the Past 5 Years ●None Wendell P. Weeks Chairman, Chief Executive Officer and President, Corning Incorporated Mr. Weeks joined Corning in 1983. He was named vice president and general manager of Directors John A. Canning, Jr. Age: 71 Director Since: 2010 Chairman, Madison Dearborn Partners, LLC Skills and Qualifications: ●Experience in private equity investing, including reviewing financial statements and audit results and making investment and acquisition decisions ●Has insight into economic trends important to our business ●Law degree ●Experience in banking and managing investments Committees: ●Executive ●Finance ●Nominating and Corporate Governance Current Public Company Directorships: ●Exelon Corporation Public Company Directorships Held During the Past 5 Years: ●TransUnion Mr. Canning co-founded Madison Dearborn Partners, LLC in 1992, serving as its chief executive officer until he became chairman in 2007. He previously spent 24 years with First Chicago Corporation, most recently as executivethe Optical Fiber business in 1996; senior vice president in 1997; senior vice president of The First National Bank of Chicago and president of First Chicago Venture Capital. Mr. Canning is trustee and chairman of several Chicago-area non-profit organizations. He is a former commissioner of the Irish Reserve Fund and a former director and chairman of the Federal Reserve Bank of Chicago. Mr. Canning brings 35 years of experience in private equity investing, including reviewing financial statements and audit results and making investment and acquisition decisions. As a former director and chairman of the Federal Reserve Bank of Chicago, he has insight into economic trends important to our business. In addition to his business experience, he also has a law degree and is a recognized leader in the Chicago business community. Mr. Canning’s experience in banking and managing investments make him a valued member of our Finance Committee. Richard T. Clark Age: 69 Director Since: 2011 Retired Chairman, President and Chief Executive Officer Merck & Co., Inc. Independent Lead Director Skills and Qualifications: ●Broad managerial expertise, operational expertise and deep business knowledge ●Extensive experience in the issues facing public companies and multinational businesses Committees: ●Compensation ●Executive ●Nominating and Corporate Governance Current Public Company Directorships: ●ADP, LLC Public Company Directorships Held During the Past 5 Years: ●Merck & Co., Inc. Mr. Clark retired from Merck in 2011. He joined Merck in 1972 and held a broad range of senior management positions. He became president and chief executive officer of Merck in May 2005 and chairman of the board in April 2007. He transitioned from the chief executive officer role in January 2011 and served as Merck board chairman through November 2011. He was president of the Merck Manufacturing Division (June 2003 to May 2005) of Merck Sharp & Dohme Corp. He serves on the advisory board of American Securities LLC, a private equity firm. He is chairman of the board of Project Hope and a trustee of several charitable non-profit organizations. As the former chairman, president and chief executive officer of a Fortune 100 company, Mr. Clark brings broad managerial expertise, operational expertise and deep business knowledge, as well as a track record of achievement. Robert F. Cummings, Jr. Age: 66 Director Since: 2006 Retired Vice Chairman of Investment Banking JPMorgan Chase & Co. Skills and Qualifications: ●Extensive investment banking experience including finance, business development and mergers and acquisitions ●Knowledge in the areas of technology, telecommunications, private equity and real estate Committees: ●Executive ●Finance (Chair) ●Nominating and Corporate Governance Current Public Company Directorships: ●W. R. Grace & Co. Public Company Directorships Held During the Past 5 Years: ●Viasystems Group, Inc. Mr. Cummings retired as vice chairman of Investment Banking at JPMorgan Chase & Co. in February 2016. He had served in that role since December 2010, where he advised on client opportunities across sectors and industry groups. Mr. Cummings began his business career in the investment banking division of Goldman, Sachs & Co. in 1973 and was a partner of the firm from 1986 until his retirement in 1998. He served as an advisory director at Goldman Sachs until 2002. Mr. Cummings’ Board qualifications include more than 31 years of investment banking experience at Goldman Sachs and JPM, where he advised corporate clients on financings, business development, mergers, and acquisitions and other strategic financial issues. Additionally, he brings knowledge in the areas of technology, telecommunications, private equity, and real estate to the Board. CORNING INCORPORATED- 2016 Proxy Statement    23 Table of Contents Proposal 1 ElectionOpto Electronics in 1998; executive vice president in 1999; and president, Corning Optical Communications in 2001. Mr. Weeks was named president and chief operating officer of Directors Deborah A. Henretta Age: 54 Director Since: 2013 Retired Group President of Global E-Business, Procter & Gamble Skills and Qualifications: ●Significant experience in business leadership and operations, P&L responsibility  ●Skilled in brand building, marketing and emerging market management Committees: ●Audit ●Corporate Relations Current Public Company Directorships: ●Meritage Homes Corporation ●NiSource, Inc. Public Company Directorships Held During the Past 5 Years: ●None Ms. Henretta has over 30 years of business leadership experience across both developed and developing markets, as well as expertise in brand building, marketing, philanthropic program development and government relations. She joined Procter & Gamble (P&G) in 1985. In 2005, she was appointed President of P&G’s business in ASEAN, Australia and India. She was appointed group president, P&G Asia in 2007, group president of P&G Global Beauty Sector in June 2013, and group president of P&G E-Business in February 2015. She retired from P&G in June 2015. Ms. Henretta was a member of Singapore’s Economic Development Board (EDB) from 2007 to 2013. She contributed to the growth strategies for Singapore, and was selected to serve on the EDB’s Economic Strategies Committee between 2009 and 2011. In 2008, she received a U.S. State Department appointment to the Asia-Pacific Economic Cooperation’s Business Advisory Council. In 2011, she was appointed chair of this 21-economy council, becoming the first woman to hold the position. In that role, she advised top government officials, including President Barack Obama and former Secretary of State Hillary Clinton. Daniel P. Huttenlocher Age: 57 Director Since: 2015 Dean and Vice Provost, Cornell Tech Skills and Qualifications: ●Extensive experience in technology innovation and commercialization ●Expertise in information technology and computer software ●Leadership experience ●Investment experience Committees: ●Audit ●Finance Current Public Company Directorships: ●None Public Company Directorships Held During the Past 5 Years: ●None Dr. Huttenlocher is the founding dean of Cornell Tech, the technology graduate school of Cornell University located in New York City, a position he has held since 2012. In addition to positions as a professor and dean at Cornell, Dr. Huttenlocher has served as chief technology officer at Intelligent Markets, Inc. and as a principal scientist and member of the senior leadership team at the Xerox Palo Alto Research Center. Dr. Huttenlocher holds a Ph.D. in computer science and a Master of Science degree in Electrical Engineering, both from the Massachusetts Institute of Technology, and a Bachelor of Arts degree in Computer Science and Psychology from the University of Michigan. He is a renowned computer science researcher and educator, and a prolific inventor with two dozen US patents. He also brings to the board extensive experience in technology innovation and commercialization, and expertise in developing next-generation products and services. Kurt M. Landgraf Age: 69 Director Since: 2007 Retired President and Chief Executive Officer Educational Testing Service Skills and Qualifications: ●Extensive executive management experience in public companies, non-profit entities, higher education and government  ●Financial expertise ●Operations skills and experience ●Specialized knowledge including technology, transportation, education, pharmaceuticals, health care, energy, materials and mergers and acquisitions Committees: ●Audit (Chair) ●Compensation ●Executive Current Public Company Directorships: ●Louisiana-Pacific Corporation Public Company Directorships Held During the Past 5 Years: ●None Mr. Landgraf retired as president and chief executive officer of Educational Testing Service (ETS), a private non-profit educational testing and measurement organization in December 2013. Mr. Landgraf had served in that position since 2000. Prior to that, he was executive vice president and chief operating officer of E.I. Du Pont de Nemours and Company (DuPont), where he previously held a number of senior leadership positions, including chief financial officer. Mr. Landgraf was selected for his wealth of executive management experience in public companies, non-profit entities, higher education, and government. He brings to the Board his financial expertise and operations skills and experience, represented by his positions at ETS and DuPont. Mr. Landgraf’s other areas of specialized knowledge include technology, transportation, education, finance, pharmaceuticals, health care, energy, materials, and mergers and acquisitions. 24     CORNING INCORPORATED- 2016 Proxy Statement TableCorning in 2002; president and chief executive officer in 2005; and chairman and chief executive officer on April 26, 2007. He added the title of Contents Proposal 1 Election of Directors Kevin J. Martin Age: 49 Director Since: 2013 Vice President, Mobile and Global Access Policy Facebook, Inc. Skills and Qualifications: ●Extensive knowledge of government policy and regulatory environment  ●Specialized knowledge of telecommunications and information technology industries  ●Experience in private equity investing Committees: ●Corporate Relations ●Nominating and Corporate Governance Current Public Company Directorships: ●Xtera Communications, Inc. Public Company Directorships Held During the Past 5 Years: ●None Mr. Martin is Vice President, Mobile and Global Access Policy at Facebook, Inc. Prior to this, Mr. Martin was a partner and co-chair of the telecommunications practice at Squire Patton Boggs, an international law firm, from 2009 to 2015, and chairman of the Federal Communications Commission (FCC) from March 2005 to January 2009. Mr. Martin has nearly two decades experience as a lawyer and policymaker in the telecommunications field, including his tenure as chairman of the FCC. Before joining the FCC as a commissioner in 2001, Mr. Martin was a special assistant to the president for Economic Policy and served on the staff of the National Economic Council, focusing on commerce and technology policy issues. He served as the official U.S. government representative to the G-8’s Digital Opportunity Task Force. Mr. Martin brings deep experience to the board in the telecommunications, economics, governmental and legal arenas. Deborah D. Rieman Age: 66 Director Since: 1999 Executive Chairman MetaMarkets Group Skills and Qualifications: ●Expertise in information technology, innovation and entrepreneurial endeavors ●Ph.D. in mathematics ●Experience in technology development, marketing, business development and support, investor relations and investing Committees: ●Audit ●Compensation (Chair) Current Public Company Directorships: ●Neustar, Inc. Public Company Directorships Held During the Past 5 Years: ●Keynote Systems Dr. Rieman has more than 28 years of experience in the software industry. Currently, she is executive chairman of MetaMarkets Group. Previously, she was managing director of Equus Management Company, a private investment fund. From 1995 to 1999, she served as president and chief executive officer of Check Point Software Technologies, Incorporated. Dr. Rieman brings significant expertise in information technology, innovation and entrepreneurial endeavors to the Board and skills related to her Ph.D. in mathematics. She is also the former president and chief executive officer of a software company specializing in security and has experience in technology development, marketing, business development and support, investor relations and investing. Hansel E. Tookes II Age: 68 Director Since: 2001 Retired Chairman and Chief Executive Officer Raytheon Aircraft Company Skills and Qualifications: ●Extensive experience in operations, manufacturing, performance excellence, business development, technology-driven business environments and military and government contracting ●Education, training and knowledge in science and engineering Committees: ●Compensation ●Executive ●Nominating and Corporate Governance (Chair) Current Public Company Directorships: ●Harris Corporation ●NextEra Energy, inc. ●Ryder Systems Inc. Public Company Directorships Held During the Past 5 Years: ●BBA Aviation plc. Mr. Tookes retired from Raytheon Company in December 2002. He joined Raytheon in 1999 and served as president of Raytheon International, chairman and chief executive officer of Raytheon Aircraft and executive vice president of Raytheon Company. From 1980 to 1999, Mr. Tookes served United Technologies Corporation as president of Pratt and Whitney’s Large Military Engines Group and in a variety of other leadership positions. Mr. Tookes provides extensive experience in operations, manufacturing, performance excellence, business development, technology-driven business environments, and military and government contracting. He also brings his science and engineering education, training and knowledge to the Board. Mr. Tookes’ industry expertise includes aviation, aerospace and defense, transportation and technology. CORNING INCORPORATED- 2016 Proxy Statement25 Table of Contents Proposal 1 Election of Directors Wendell P. Weeks Age: 56 Director Since: 2000 Chairman, Chief Executive Officer and President Corning Incorporated Skills and Qualifications: ●Wide range of experience including financial management, business development, commercial leadership, and general management  ●Experience in many of Corning’s businesses and technologies ●Experience as chief executive officer Committees: ●Executive (Chair) Current Public Company Directorships: ●Amazon.com, Inc. ●Merck & Co., Inc. Public Company Directorships Held During the Past 5 Years: ●None Mr. Weeks joined Corning in 1983. He was named vice president and general manager of the Optical Fiber business in 1996; senior vice president in 1997; senior vice president of Opto Electronics in 1998; executive vice president in 1999; and president, Corning Optical Communications in 2001. Mr. Weeks was named president and chief operating officer of Corning in 2002; president and chief executive officer in 2005; and chairman and chief executive officer on April 26, 2007. He added the title of president in December 2010. president in December 2010. Mr. Weeks brings deep and broad knowledge of the Company based on his long career across a wide range of Corning’s staff groups and major businesses. Mr. Weeks has 32 years of Corning experience including financial management, business development, commercial leadership, and general management. His experiences in many of Corning’s businesses and technologies, and 11 years as chief executive officer, have given him a unique understanding of Corning’s diverse business operations and innovations. Mark S. Wrighton Age: 66 Director Since: 2009 Chancellor and Professor of Chemistry, Washington University in St. Louis Skills and Qualifications: ●Expertise in materials and chemistry; research interests in the areas of transition metal catalysis, photochemistry, surface chemistry, molecular electronics, and photo processes at electrodes ●Executive leadership experience Committees: ●Audit ●Finance Current Public Company Directorships: ●Brooks Automation, Inc. ●Cabot Corporation Public Company Directorships Held During the Past 5 Years: ●None Since 1995, Dr. Wrighton has been chancellor and professor of Chemistry at Washington University in St. Louis, a major research university. Before joining Washington University, he was a researcher and professor at the Massachusetts Institute of Technology, where he was head of the Department of Chemistry from 1987 to 1990, and then provost from 1990 to 1995. Dr. Wrighton served as a presidential appointee to the National Science Board from 2000 to 2006. He was elected to membership in the American Academy of Arts and Sciences and the American Philosophical Society, and he is a Fellow of the American Association for the Advancement of Science. Dr. Wrighton is a professor, chemist and research scientist with expertise in materials and research interests in the areas of transition metal catalysis, photochemistry, surface chemistry, molecular electronics, and in photoprocesses at electrodes. Under Dr. Wrighton’s leadership, Washington University has grown significantly in academic stature, research enterprise, infrastructure, student quality, curriculum and international reputation. In addition to his executive leadership, Dr. Wrighton brings to the Board his vast scientific knowledge and understanding of complex research and development issues. 26     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Director Compensation The Company uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board, as described below. Members of the Board who are employees of the Company based on his long career across a wide range of Corning’s staff groups and major businesses. Mr. Weeks has 36 years of Corning experience including financial management, business development, commercial leadership, and general management. His experiences in many of Corning’s businesses and technologies, and twelve years as chief executive officer, have given him a unique understanding of Corning’s diverse business operations and innovations. Skills and Qualifications —Wide range of experience including financial management, business development, commercial leadership, and general management —Unique understanding of Corning’s businesses and innovations Age 69 Director Since 2009 Committees ●Audit ●Finance Current Public Company Directorships ●Brooks Automation, Inc. ●Cabot Corporation Public Company Directorships Held During the Past 5 Years ●None Mark S. Wrighton Chancellor and Professor of Chemistry, Washington University in St. Louis Dr. Wrighton has more than 26 years of leadership experience overseeing large research universities. Since 1995, Dr. Wrighton has been chancellor and professor of Chemistry at Washington University in St. Louis, a major research university. Before joining Washington University, he was a researcher and professor at the Massachusetts Institute of Technology, where he was head of the Department of Chemistry from 1987 to 1990, and then provost from 1990 to 1995. Dr. Wrighton served as a presidential appointee to the National Science Board from 2000 to 2006. He is also a past chair of the Association of American Universities, The Business Higher Education Forum, and the Consortium on Financing Higher Education. He was elected to membership in the American Academy of Arts and Sciences and the American Philosophical Society, and he is a Fellow of the American Association for the Advancement of Science. Dr. Wrighton is a professor, chemist and research scientist with expertise in materials and research interests in the areas of transition metal catalysis, molecular electronics and photoprocesses at electrodes. He also has expertise in areas of direct relevance to Corning, including materials chemistry, photochemistry, surface chemistry and life sciences. Under Dr. Wrighton’s executive and fiscal leadership, Washington University has grown significantly in academic stature, research enterprise, infrastructure, student quality, curriculum and international reputation. Dr. Wrighton brings to the Board his vast scientific knowledge and understanding of complex research and development issues. Skills and Qualifications —Deep knowledge in areas of direct relevance to Corning, including materials chemistry, photochemistry, surface chemistry and life sciences —Executive leadership experience, including finance and audit experience —Extensive experience leading institutions with research and development focus —Significant public company board experience 36      CORNING2019 PROXY STATEMENT Table of Contents Director Compensation The Compensation Committee strives to set director compensation at levels that ensure directors are paid appropriately for their time commitment and responsibilities relative to directors at companies of comparable size, industry and scope of operations. The Committee believes that providing a competitive compensation package is important because it enables Corning to attract and retain highly qualified directors who are critical to the Company’s long-term success. Our objective is to pay non-employee directors competitively compared to the compensation peer group (listed on page 55) and to award a significant portion of director compensation in equity. The Compensation Committee’s independent consultant, Frederic W. Cook & Co., Inc., conducts an annual review of the director compensation levels relative to Corning’s compensation peer group and advises the Committee annually to ensure that compensation levels remain competitive. The Company uses a combination of stock-based compensation and cash for its directors. Corning believes it is desirable that a significant portion of director compensation be linked to the Company’s performance and is therefore paid in restricted units of common stock, which are settled in shares following retirement or resignation from the Board. To continue to enable the company to attract and incent our Directors, it is important that shareholders approve Corning’s 2019 Equity Plan for Non-Employee Directors, Proposal 4 of this proxy statement. Directors may elect to defer all or a portion of their cash compensation. Amounts deferred may be allocated to an account earning interest, compounded quarterly, at the rate equal to the prime rate of Citibank, N.A. at the end of each calendar quarter, a restricted stock unit account, or a combination of such accounts. In 2018, six directors elected to defer some or all of their cash compensation. A cap on director’s compensation of $700,000 per director per year will go into effect upon the approval of Corning’s 2019 Equity Plan for Non-Employee Directors, Proposal 4 of this proxy statement. As an employee of the Company, Mr. Weeks is not compensated separately for service on the Board or any of its Committees. 2018 Director Compensation The following table outlines 2018 director compensation: Annual Equity Grants Each non-employee director annually receives a form of long-term equity compensation approved by the Board. Annual equity grants for non-employee directors are generally approved at the February meeting of the Board. If, however, a director is appointed between the February meeting and December 31, then that director will receive a pro-rata grant shortly after joining the Board. In 2018, our directors’ annual equity compensation was increased from $155,000 to $165,000. We issued 5,533 restricted stock units (with a grant date value of approximately $165,000) to each non-employee director under our 2010 Equity Plan for Non-Employee Directors, prorated for Directors joining the Board after February 2018. These restricted stock units are not compensatedavailable for service ontransfer or sale until six months after the Boarddate of a director’s retirement or anyresignation. Annual Cash Retainer $110,000 Lead Independent Director Retainer Our Lead Independent Director received an additional cash retainer of its Committees.$35,000. CORNING2019 PROXY STATEMENT      37 Table of Contents Director Compensation Committee Chair Retainer Directors may elect to defer all orThe Audit Committee Chair and Compensation Committee Chair each received an additional cash retainer of $20,000. Other Committee Chairs received an additional cash retainer of $15,000. Committee Member Retainers Each Audit Committee member received a portioncash retainer of their$18,000; each Compensation Committee member received a cash compensation. Amounts deferred may be paid inretainer of $12,000; and each Executive, Finance, Nominating and Corporate Governance, and Corporate Relations Committee member received a cash or stock, as applicable, and while deferred may be allocated to (1) an account earning interest, compounded quarterly, at the rate equal to the prime rateretainer of Citibank, N.A. at the end of each calendar quarter, (2) a restricted stock unit account, or (3) a combination of such accounts. At December 31, 2015, six directors had elected to defer compensation.$10,000. 2015 Director Compensation In 2018, the directors below performed the following roles: Name Leadership Role Annual Retainer Mr. Clark Lead Independent Director Mr. Landgraf Audit Committee Chair Dr. Rieman Compensation Committee Chair Dr. Burns Corporate Relations Committee Chair Mr. Cummings Finance Committee Chair Mr. Tookes $60,000 Independent Lead Director Retainer Our Independent Lead Director receives an additional retainer of $25,000 per year. Beginning in 2016, the Independent Lead Director’s additional retainer will be $35,000 per year. Committee Chair Retainer In 2015, we increased the Audit Committee Chair retainer to $20,000 per year. Beginning in 2016, the Compensation Committee Chair’s retainer will also be $20,000 per year. Other Committee Chairs receive an additional retainer of $15,000 per year. Board and Committee Meeting Attendance $1,750 for each Board meeting, committee meeting or special session attended. (Each two-day Board meeting typically consists of three Board sessions and two committee meetings for each director.) Annual Equity Grants Each non-employee director annually receives a form of long-term equity compensation approved by the Board. Non-employee directors generally receive their awards at the February meeting. If, however, a non-employee director is appointed between the February meeting and December 31, then that director will receive a pro-rata award shortly after joining the Board. In 2015, we increased our directors’ annual equity compensation by $10,000, and issued 5,974 shares of restricted stock (with a grant date value of approximately $145,000) to each non-employee director under the 2010 Equity Plan for Non-Employee Directors, except for Daniel P. Huttenlocher, who joined the Board in February 2015 and received 5,477 shares. These restricted shares are not available for transfer or exercise until six months after the date of a director’s retirement or resignation. Beginning in 2016, the directors’ annual equity compensation will be $155,000 per year. In 2015, independent directors below performed these Board committee functions: Name Role During 2015 Dr. Burns Corporate Relations Committee Chair Mr. Clark Independent Lead Director Mr. Cummings                      Finance Committee Chair Mr. Landgraf Audit Committee Chair Dr. Rieman Compensation Committee Chair Mr. Tookes Nominating and Corporate Governance Committee Chair Non-employee directors are reimbursed for expenses (including costs of travel, food, and lodging) incurred in attending Board, committee, and shareholder meetings. While travel to such meetings may include the use of Company aircraft, if available or appropriate under the circumstances, the directors generally use commercial transportation or their own transportation. Directors are also reimbursed for reasonable expenses associated with participation in director education programs. Other Directors’ Charitable Giving Programs Although closed to directors joining the Board after October 5, 2016, Corning has a Directors’ Charitable Giving Program pursuant to which a director may direct the Company to make a charitable bequest to one or more qualified charitable organizations recommended by such director and approved by Corning in the amount of $1,000,000 (employee directors) or $1,250,000 (non-employee directors) following his or her death. This program is either funded directly by the Company or by purchasing insurance policies on the lives of the directors. However, we are under no obligation to use the proceeds of the insurance policies to fund a director’s bequest and can elect to retain any proceeds from the policies as assets of Corning and use another source of funds to pay the directors’ bequests. In 2018, we paid a total of $82,982 in premiums and fees on such policies for our current directors. Because the charitable deductions and cash surrender value of life insurance policies accrue solely to Corning, the directors derive no direct financial benefit from the program, and we do not include these amounts in the directors’ compensation. Generally, one must have been a director for five years to participate in the program. Directors who had not yet achieved five years’ tenure as of October 5, 2016 will be permitted to participate after five years of Board service. In 2018, Messrs. Canning, Clark, Cummings, Landgraf, Martin, Tookes and Weeks, Ms. Henretta and Drs. Burns, Rieman and Wrighton were eligible to participate in the program. Directors are also eligible to participate in the Corning Incorporated Foundation Matching Gifts Program for eligible charitable organizations. This Program is available to all Corning employees and directors. The maximum matching gift amount available from the Foundation on behalf of each participant in the Program is $7,500 per calendar year. Corning also pays premiums on our directors’ and officers’ liability insurance policies covering directors. Changes to Director Compensation in 2019 In February 2019, the Board approve certain changes to director compensation proposed by the Compensation Committee in consultation with the Committee’s independent consultant. Effective January 1, 2019, the non-employee directors’ annual equity grant will increase from $165,000 to $175,000. As with the 2018 director equity compensation, this amount will be payable in restricted stock units, which are not available for transfer or sale until six months after the date of a director’s retirement or resignation. In addition, the Audit Committee Chair retainer will increase from $20,000 to $25,000 effective January 1, 2019. 38      CORNING2019 PROXY STATEMENT Table of Contents Director Compensation 2018 DIRECTOR COMPENSATION TABLE Name       Fees Earned or Paid in Cash(1) ($)       Stock Awards(2) ($)       All Other Compensation(3) ($)       Total ($) Donald W. Blair        $ 138,000  $ 164,994            $ 5,244  $ 308,238 Leslie A. Brun(4) 70,000 82,504 0 152,504 Stephanie A. Burns 153,000 164,994 0 317,994 John A. Canning, Jr. 140,000 164,994 7,500 312,494 Richard T. Clark 177,000 164,994 7,500 349,494 Robert F. Cummings, Jr. 155,000 164,994 0 319,994 Deborah A. Henretta 138,000 164,994 0 302,994 Daniel P. Huttenlocher 138,000 164,994 0 302,994 Kurt M. Landgraf 170,000 164,994 7,500 342,494 Kevin J. Martin 130,000 164,994 7,000 301,994 Deborah D. Rieman 160,000 164,994 0 324,994 Hansel E. Tookes II 157,000 164,994 0 321,994 Mark S. Wrighton 138,000 164,994 0 302,994 (1) Includes all fees and retainers paid or deferred pursuant to which a director may direct the CompanyCorning Incorporated Non-Employee Directors’ Deferred Compensation Plan. (2) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock units granted pursuant to make a charitable bequest to one or more qualified charitable organizations recommended by such director and approved by Corningthe 2010 Equity Plan for Non-Employee Directors. Assumptions used in the amountcalculation of $1,000,000 (employee directors) or $1,250,000 (non-employee directors) following his or her death. We fund this program by purchasing insurance policies on the lives of the directors. However, we are under no obligation to use the proceeds of the insurance policies to fund a director’s bequest and can elect to retain any proceeds from the policies as assets of Corning and use another source of funds to pay the directors’ bequests. In 2015, we paid a total of $142,651 in premiums and fees on such policies for our current directors. Because the charitable deductions and cash surrender value of life insurance policies accrue solely to Corning, the directors derive no financial benefit from the program, and we do not include these amounts are included in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2018 included in the directors’ compensation. Generally, one must be a director for five years to participate inCompany’s Annual Report on Form 10-K filed with the program. In 2015, Messrs. Canning, Cummings, Flaws, Landgraf, Tookes and Weeks, and Drs. Rieman and Wrighton were eligible to participate in the program. Directors are also eligible to participate in the Corning Foundation Matching Gift Program for eligible charitable organizations. This Program is available to all Corning employees. The maximum matching gift amount available from the Foundation for each participant in the Program is $7,500 per calendar year. Corning also pays premiumsSEC on directors’ and officers’ liability insurance policies covering directors. CORNING INCORPORATED-2016 Proxy Statement     27 Table of Contents Director Compensation 2015 Director Compensation Table Name          Fees Earned or Paid in Cash(1)          Stock Awards(2)          All Other Compensation(3)          Total Donald W. Blair $      138,750 $      144,989         $      7,500         $      291,239 Stephanie A. Burns         141,500     144,989             0             286,489 John A. Canning, Jr. 133,500 144,989 7,500 285,989 Richard T. Clark    160,250 144,989 0 305,239 Robert F. Cummings, Jr. 153,750 144,989 0 298,739 Deborah A. Henretta 130,000 144,989 0 274,989 Daniel P. Huttenlocher 130,250 132,927 0 263,177 Kurt M. Landgraf 162,250 144,989 1,000 308,239 Kevin J. Martin 121,250 144,989 0 266,239 Deborah D. Rieman 148,500 144,989 7,500 300,989 Hansel E. Tookes II 150,250 144,989 0 295,239 Mark S. Wrighton 130,000 144,989 7,500 282,489 (1) Includes all fees and retainers paid or deferred pursuant to the Corning Incorporated Non-Employee Directors’ Deferred Compensation Plan. (2) The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock granted pursuant to the 2010 Equity Plan for Non-Employee Directors. Assumptions used in the calculation of these amounts are included in Note 19 to the Company’s audited financial statements for the fiscal year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2016.February 12, 2019. There can be no assurance that the grant date fair value amounts will ever be realized. The total number of award shares outstanding each Director had as of December 31, 2015 is shown in the table below. Total stock holdings for directors as of December 31, 2015 are shown in the “Beneficial Ownership of Directors and Officers” table. (3)      The amounts in this column reflect charitable donation matches made by Corning Foundation’s Matching Gift Program. The following are the total number of award shares, RSUs, RSU deferrals and options each Director had outstanding as of December 31, 2018 is shown in the table below. Total stock holdings for directors as of December 31, 2018 are shown in the “Beneficial Ownership of Directors and Officers” table. (3) The amounts in this column reflect charitable donation matches made by the Corning Incorporated Foundation Matching Gifts Program. (4) Mr. Brun’s compensation reflects prorated amounts from July 18, 2018, the date he joined the Board. The following are the total number of award shares and units and deferrals outstanding each Director had as of December 31, 2018 Name       Award Shares/Units and RSU Deferrals Outstanding at December 31, 2018(1)       Options Outstanding at December 31, 2018(2) Donald W. Blair 55,837 0 Leslie A. Brun 2,812 0 Stephanie A. Burns 63,634 0 John A. Canning, Jr. 100,944 1,323 Richard T. Clark 53,409 0 Robert F. Cummings, Jr. 177,792 2,345 Deborah A. Henretta 60,998 0 Daniel P. Huttenlocher 25,357 0 Kurt M. Landgraf 157,087 0 Kevin J. Martin 42,953 0 Deborah D. Rieman 111,060 2,345 Hansel E. Tookes II 98,310 2,345 Mark S. Wrighton 69,760 2,345 (1) This column reflects restricted shares and restricted share units awarded and outstanding or deferred for each Director as of December 31, 2015:2018. (2) No options were granted to non-employee directors in 2018. CORNING2019 PROXY STATEMENT      39 Table of Contents Name          Award Shares Outstanding at December 31, 2015          Options Outstanding at December 31, 2015(1) Donald W. Blair            8,810                       0            Stephanie A. Burns            32,101            0 John A. Canning, Jr.            40,717            1,323 Richard T. Clark            33,529            0 Robert F. Cummings, Jr.            56,253            11,872 Deborah A. Henretta 17,532 0 Daniel P. Huttenlocher 5,477 0 Kurt M. Landgraf 54,524 3,093 Kevin J. Martin 23,073 0 Deborah D. Rieman 91,180 14,888 Hansel E. Tookes II 78,430 14,888 Mark S. Wrighton 49,880 6,775 (1)      No options were granted to non-employee directors in 2015. 28     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Stock Ownership Information Stock Ownership Guidelines We believe in the importance of equity ownership by directors and executive management as an effective link to shareholders, and require all directors, named executive officers (NEOs), and non-NEO executive management to achieve the required levels of ownership under our stock ownership guidelines within five years of their election, appointment or designation. Restricted and direct and indirectly owned shares, and current and deferred restricted stock units, each count toward our stock ownership guidelines. An NEO who falls below the ownership requirement for any reason will have up to three years to return to the required minimum ownership level. All directors and NEOs who have been so for five years or more currently comply with our guidelines. DIRECTORS Stock Ownership GuidelinesCEO We believe in the importance of equity ownership by directors and executive management as an effective link to shareholders, and as such, all directors and named executive officers (NEOs) are expected to achieve the required levels of ownership under our stock ownership guidelines within five years of their election, appointment or designation. All directors and NEOs who have been so for five years or more currently comply with our guidelines. Directors CEO Other OTHER NEOs NON-NEO SENIOR MANAGEMENT 5X Annual Cash Retainer 6X Base Salary 3X Base Salary 1.5X Base Salary 5X Annual Cash Retainer 6X Base Salary 3X Base Salary Beneficial Ownership of Directors and Officers The following table shows, as of December 31, 2015, the number of shares of Corning common stock beneficially owned and the aggregate number of shares of common stock and common stock-based equity, including stock options and RSUs that will vest or become exercisable within 60 days, as applicable, held by each director and NEO, and all directors, Section 16 officers and NEOs as a group.      Shares Directly or Indirectly Owned(1)(2)(3)       Stock Options Exercisable Within 60 Days       Restricted Share Units Vesting Within 60 Days       Total Shares Beneficially Owned       Percent of Class DIRECTORS Donald W. Blair 8,810 0 0 8,810 — Stephanie A. Burns 34,464 0 4,121 38,585 — John A. Canning, Jr. 100,717 1,323 0 102,040 — Richard T. Clark 33,529 0 0 33,529 — Robert F. Cummings, Jr. 136,253 11,872 0 148,129 — Deborah A. Henretta 17,532 0 0 17,532 — Daniel P. Huttenlocher 5,477 0 0 5,477 — Kurt M. Landgraf 54,524 3,093 0 57,617 — Kevin J. Martin 23,073 0 0 23,073 — Deborah D. Rieman 126,430 14,888 0 141,318 — Hansel E. Tookes II 88,430 14,888 0 103,318 — Mark S. Wrighton 50,880 6,775 0 57,655 —   NAMED EXECUTIVE OFFICERS Wendell P. Weeks 715,952 (4) 1,377,597 0 2,093,549 — James B. Flaws 344,593 322,615 0 667,208 — R. Tony Tripeny 30,298 258,344 0 288,642 — James P. Clappin 55,807 303,800 0 359,607 — Lawrence D. McRae 105,506 336,760 0 442,266 — Kirk P. Gregg 146,429 376,810 80,697 603,936 —   ALL DIRECTORS, SECTION 16 OFFICERS AND NEOS As a group (27 persons) 2,423,322 (5)(6) 4,298,891 84,818 6,807,031 0.60% (1) Includes shares of common stock subject to forfeiture and restrictions on transfer, granted under Corning’s Incentive Stock Plans. (2) Includes shares of common stock subject to forfeiture and restrictions on transfer, granted under Corning’s Restricted Stock Plans for non-employee directors. (3)      Includes shares of common stock held by The Bank of New York Mellon Corporation as the trustee of Corning’s Investment Plans for the benefit of the members of the group, who may instruct the trustee as to the voting of such shares. If no instructions are received, the trustee votes the shares in the same proportion as it votes the shares for which instructions were received. The power to dispose of shares of common stock is also restricted by the provisions of the plans. The trustee holds for the benefit of Messrs. Weeks, Flaws, Tripeny, Clappin, McRae and Gregg all executive officers as a group the equivalent of 11,783; 0; 0; 2,166; 6,315; 0; and 23,099 shares of common stock, respectively. It also holds for the benefit of all employees who participate in the plans the equivalent of 15,515,838 shares of common stock (being 1.37% of the class). CORNING INCORPORATED-2016 Proxy Statement29 Table of Contents Stock Ownership Information (4)      Includes 704,169 shares held by a revocable trust of which Mr. Weeks is the beneficiary, and he currently has no voting authority over these shares. (5) Does not include 34,982 shares owned by the spouses and minor children of certain executive officers and directors as to which such officers and directors disclaim beneficial ownership. (6) As of December 31, 2015, none of our directors or executive officers had pledged any such shares. Beneficial Ownership of Corning’s Largest Shareholders The following table shows those persons known to the Company to be the beneficial owners of 5% or more of the Company’s common stock as of December 31, 2015. In furnishing the information below, the Company has relied on information filed with the SEC by the beneficial owners.    Name and Address of Beneficial Owner         Number of Common Shares Beneficially Owned       Percent of Class    The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355      67,419,010 (1)           5.69 %      BlackRock, Inc. 55 East 52nd Street New York, NY 10022 61,434,609 (2)     5.2 % (1) Reflects shares beneficially owned by The Vanguard Group (Vanguard), according to a Schedule 13G filed by Vanguard with the SEC on February 10, 2016, reflecting ownership of shares as of December 31, 2015. Vanguard has sole voting power and/or sole dispositive power with respect to 65,071,266 shares and shared voting power and/or shared dispositive power with respect to 2,347,744 shares. According to the Schedule 13G, Vanguard beneficially owned 5.69% of our common stock as of December 31, 2015. (2) Reflects shares beneficially owned by BlackRock, Inc. (BlackRock), according to a Schedule 13G filed by BlackRock with the SEC on January 26, 2016, reflecting ownership of shares as of December 31,2015. BlackRock has sole voting power and/or sole dispositive power with respect to 61,385,593 shares and shared voting power and/or shared dispositive power with respect to 49,016 shares. According to the Schedule 13G, BlackRock beneficially owned 5.2% of our common stock as of December 31, 2015. Section 16(a) Beneficial Ownership Reporting Compliance SEC rules require disclosure of those directors, officers, and beneficial owners of more than 10% of our common stock who fail to timely file reports required by Section 16(a) of the Securities Exchange Act of 1934 during the most recent fiscal year. Based solely on review of reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2015, Our directors and executive management are also subject to our anti-hedging and anti-pledging policies. For further information, see “Anti-Hedging Policy” and “Anti-Pledging Policy” both on page 56. Section 16(a) Beneficial Ownership Reporting Compliance SEC rules require disclosure of those directors, officers, and beneficial owners of more than 10% of our common stock who fail to timely file reports required by Section 16(a) of the Securities Exchange Act of 1934 during the most recent fiscal year. Based on review of reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2018, all Section 16(a) filing requirements were met. 30     CORNING INCORPORATED- 40      2016 Proxy StatementCORNING Table of Contents2019 PROXY STATEMENT Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm The Audit Committee evaluates the selection of our independent auditor each year and has selected PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2016. PwC has served in this role since 1944. The Audit Committee concluded that many factors contribute to the continued support of PwC’s independence, such as the oversight of the Public Company Accounting Oversight Board (PCAOB) through the establishment of audit, quality, ethics, and independence standards in addition to conducting audit inspections; the mandating of reports on internal control over financial reporting; PCAOB requirements for audit partner rotation; and limitations imposed by regulation and by the Audit Committee on non-audit services provided by PwC. The Audit Committee preapproves all audit and permitted non-audit services that PwC performs for the Company, and it approves the audit fees associated with the engagement of PwC. All services provided to Corning by PwC in 2014 and 2015 were pre-approved by the Audit Committee in accordance with the policy. In conjunction with the mandated rotation of the PwC’s lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of PwC’s new lead engagement partner. In considering continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. The Committee has determined that such a rotation would likely cause significant disruption to the Company without providing any significant benefit. The members of the Audit Committee and the Board believe that the continued retention of PwC to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its investors. As a matter of good corporate governance, the Board submits the selection of the independent audit firm to our stockholders for ratification. If the selection of PwC is not ratified by a majority of the Table of Contents Stock Ownership Information Beneficial Ownership Table As of December 31, 2018   Shares Directly or Indirectly Owned(1)(2)(3)   Stock Options Exercisable Within 60 Days   Restricted Share Units Vesting Within 60 Days   (A) Total Shares Beneficially Owned   Percent of Class   (B) Restricted Share Units Not Vesting Within 60 Days(4)   Total of Columns (A) + (B) The Vanguard Group — — — 62,711,606 (5) 7.83 — — BlackRock, Inc. — — — 53,217,738 (6) 6.60 — — T. Rowe Price Associates, Inc. — — — 43,683,804 (7) 5.40 — — State Street Corporation — — — 40,385,093 (8) 5.00 — — Donald W. Blair 17,243 0 0 17,243 * 38,594 55,837 Leslie A. Brun 0 0 0 0 * 2,812 2,812 Stephanie A. Burns 49,288 0 0 49,288 * 23,100 72,388 John A. Canning, Jr. 139,150 1,323 0 140,473 * 51,794 192,267 Richard T. Clark 41,962 0 0 41,962 * 11,447 53,409 Robert F. Cummings, Jr. 151,199 2,345 0 153,544 * 113,106 266,650 Deborah A. Henretta 25,965 0 0 25,965 * 35,033 60,998 Daniel P. Huttenlocher 13,910 0 0 13,910 * 11,447 25,357 Kurt M. Landgraf 62,957 0 0 62,957 * 94,130 157,087 Kevin J. Martin 31,506 0 0 31,506 * 11,447 42,953 Deborah D. Rieman 100,813 2,345 0 103,158 * 11,447 114,605 Hansel E. Tookes II 96,863 2,345 0 99,208 * 11,447 110,655 Mark S. Wrighton 63,743 2,345 0 66,088 * 11,447 77,535 Wendell P. Weeks 800,371 (9) 488,003 3,182 1,291,556 * 246,598 1,538,154 R. Tony Tripeny 48,939 102,663 993 152,595 * 51,006 203,601 James P. Clappin 90,836 36,664 1,065 128,565 * 62,750 191,315 Lawrence D. McRae 137,456 162,943 1,081 301,480 * 66,321 367,801 David L. Morse 35,953 72,365 1,033 109,351 * 61,830 171,181 All Directors and Executive Officers as a group (25 persons) 2,162,918 (10)(11) 1,468,167 10,995 3,642,080 * 1,214,102 4,856,182 * Less than 0.50% (1) Includes shares of common stock present or represented atsubject to forfeiture and restrictions on transfer, granted under Corning’s Incentive Stock Plans. (2) Includes shares of common stock subject to forfeiture and restrictions on transfer, granted under Corning’s Restricted Stock Plans for non-employee directors. (3) Includes shares of common stock held by The Bank of New York Mellon Corporation as the annual meeting and entitled to vote ontrustee of Corning’s Investment Plans for the matter, the Audit Committee will review its future selection of an independent registered public accounting firm in light of that vote result. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different registered public accounting firm at any time during the year if the committee determines that such change would be appropriate. Corning expects representatives of PwC to be present at the Annual Meeting and available to respond to questions that may be raised there. These representatives may comment on the financial statements if they so desire. Our Board unanimously recommends a vote FOR the ratificationbenefit of the appointmentmembers of PricewaterhouseCoopers LLPthe group, who may instruct the trustee as our independent registered public accounting firmto the voting of such shares. If no instructions are received, the trustee votes the shares in the same proportion as it votes the shares for which instructions were received. The power to dispose of shares of common stock is also restricted by the provisions of the plans. The trustee holds for the fiscal year ending December 31, 2016. Fees Paid to Independent Registered Public Accounting Firm Aggregate feesbenefit of Messrs. Weeks, Tripeny, Clappin, McRae and Dr. Morse, and all executive officers as a group, the equivalent of 12,577, 0, 2,312, 6,740, 0 and 24,654 shares of common stock, respectively. It also holds for professional services rendered by PwCthe benefit of all employees who participate in 2014 and 2015:               2014          2015    Audit Fees $      9,354,000 $      9,123,000     Audit Related Fees 1,487,000 315,000 Tax Fees   1,606,000     475,000 All Other Fees   358,000 503,000 Total Fees $ 12,805,000 $ 10,416,000 Audit Fees.These fees are composedthe plans the equivalent of professional services rendered in connection with the annual audit12,059,562 shares of Corning’s consolidated financial statements, including the auditcommon stock (being 1.52% of the effectivenessclass). (4) Restricted Share Units represent the right to receive unrestricted shares of internal control over financial reporting,common stock upon the lapse of restrictions, at which point the holders will have sole investment and reviews of Corning’s quarterly consolidated financial statements on Form 10-Qvoting power. Restricted Share Units that are customary under auditing standards generally accepted in the United States. Audit fees also include statutory audits of Corning’s foreign jurisdiction subsidiaries, audit of new information technology systems, tax related audit support, comfort letters, consents for other SEC filings and reviews of documents filed with the SEC. Audit-Related Fees.These fees are composed of professional services rendered in connection with due diligence pertaining to acquisitions, procedures to translate certain financial statements for foreign subsidiaries, employee benefit plan audits, agreed-upon procedures and the evaluation of new accounting policies. Tax Fees.These fees are composed of statutory tax compliance, assistance for Corning’s foreign jurisdiction subsidiaries’ tax returns, expatriate tax return compliance, other tax compliance projects and assistance in reviewing Corning’s transfer pricing policies. All Other Fees.These fees are composed of a strategy consulting project with respect to new product development, an information technology security assessment, a fee relating to licensing technical accounting software from the independent registered public accounting firm and a fee to subscribe to certain benchmarking studies published by the independent registered public accounting firm. CORNING INCORPORATED-2016 Proxy Statement31 Table of Contents Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm Policy Regarding Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services of Independent Registered Public Accounting Firm The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services by Corning’s independent registered public accounting firm. The full Audit Committee approves annually projected services and fee estimates for these services and other major types of services. The Audit Committee chairman has been designated by the Audit Committee to approve any services arising during the year that werewill not pre-approved by the Audit Committee and services that were pre-approved, but for which the associated fees will materially exceed the budget established for the type of service at issue. Services approved by the chairman are communicated to the full Audit Committee at its next regular meeting. For each proposed service, the independent registered public accounting firm is required to provide supporting documentation detailing said service and confirm that the provision of such services does not impair its independence. The Audit Committee regularly reviews reports detailing services provided to Corning by its independent registered public accounting firm. Reportvest within 60 days of the Audit Committee The purposedate of the Audit Committee is to assist the Board of Directors in its general oversight of Corning’s financial reporting, internal controls and audit functions. The Audit Committee operates under a written charter adopted by the Board of Directors. The directors who serve on the Audit Committee have no financial or personal ties to Corning (other than director compensation and equity ownership as described in this proxy statement) andtable are all “financially literate” and “independent”not considered beneficially owned for purposes of the New York Stock Exchange listing standards.table and therefore are not included in the Total Shares Beneficially Owned column because the holders are not entitled to voting rights or investment control until the restrictions lapse. However, ownership of these RSUs further aligns our Directors and Executive Officers’ interests with those of our shareholders. (5) Reflects shares beneficially owned by The BoardVanguard Group (Vanguard), according to a Schedule 13G/A filed by Vanguard with the SEC on February 11, 2019, reflecting ownership of Directorsshares as of December 31, 2018. Vanguard has determined thatsole voting power and/or sole dispositive power with respect to 61,552,331 shares and shared voting power and/or shared dispositive power with respect to 1,159,275. According to the Schedule 13G/A, Vanguard beneficially owned 7.83% of our common stock as of December 31, 2018. (6) Reflects shares beneficially owned by BlackRock, Inc. (BlackRock), according to a Schedule 13G/A filed by BlackRock with the SEC on February 2, 2019, reflecting ownership of shares as of December 31, 2018. BlackRock has sole voting power and/or sole dispositive power with respect to 53,217,738 shares and shared voting power and/or shared dispositive power with respect to 0 shares. According to the Schedule 13G/A, BlackRock beneficially owned 6.6% of our common stock as of December 31, 2018. (7) Reflects shares beneficially owned by T. Rowe Price Associates, Inc. (T. Rowe Price), according to a Schedule 13G filed by T. Rowe Price with the SEC on February 14, 2019, reflecting ownership of shares as of December 31, 2018. T. Rowe Price has sole voting power and/or sole dispositive power with respect to 43,683,804 shares and shared voting power and/or shared dispositive power with respect to 0. According to the Schedule 13G, T. Rowe Price beneficially owned 5.4% of our common stock as of December 31, 2018. (8) Reflects shares beneficially owned by State Street Corporation (State Street), according to a Schedule 13G filed by State Street with the SEC on February 14, 2019, reflecting ownership of shares as of December 31, 2018. State Street has sole voting power and/or sole dispositive power with respect to 0 shares and shared voting power and/or shared dispositive power with respect to 40,385,093. According to the Schedule 13G, State Street beneficially owned 5.0% of our common stock as of December 31, 2018. (9) Includes 787,794 shares held by a revocable trust of which Mr. Weeks is the beneficiary. He currently has no voting authority over these shares. (10) Does not include 28,745 shares owned by the spouses and minor children of certain executive officers and directors as to which such officers and directors disclaim beneficial ownership. (11) As of December 31, 2018, none of the Audit Committee membersour directors or executive officers have a relationship with Corning that may interfere with the members’ independence from Corning and its management. The Audit Committee met with management periodically during the year to consider the adequacy of Corning’s internal controls and the objectivity of its financial reporting. The Audit Committee discussed these matters with Corning’s independent registered public accounting firm and with the appropriate financial personnel and internal auditors. The Audit Committee also discussed with Corning’s senior management and independent registered public accounting firm the process used for certifications by Corning’s chief executive officer and chief financial officer that are required for certain of Corning’s filings with the SEC. The Audit Committee met privately with both the independent registered public accounting firm and the internal auditors, both of whom have unrestricted access to the Audit Committee. The Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. Management is responsible for: the preparation, presentation and integrity of Corning’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluatingpledged any change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on the effectiveness of internal control over financial reporting. During the course of 2015, management updated the documentation, and performed testing and evaluation of Corning’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation, and it provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management, internal audit and the independent registered public accounting firm at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with, and the Audit Committee reviewed a report on, the effectiveness of Corning’s internal control over financial reporting. The Audit Committee also reviewed: the report of management contained in Corning’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC; as well as PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm included in Corning’s Annual Report on Form 10-K for the year ended December 31, 2015 related to its audits of the consolidated financial statements and financial statement schedule, and the effectiveness of internal control over financial reporting. The Audit Committee has discussed with the independent registered public accounting firm the matters required by the applicable requirements of the Public Company Accounting Oversight Board. In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with them their independence from Corning and its management. The Audit Committee has considered whether the provision of permitted non-audit services by the independent registered public accounting firm to Corning is compatible with the auditor’s independence. Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors and the Board of Directors approved that the audited financial statements be included in Corning’s Annual Report on Form 10-K for the year ended December 31, 2015. such shares. The Audit Committee:CORNING Kurt M. Landgraf,2019 PROXY STATEMENT     Chair Donald W. Blair Stephanie A. Burns Deborah A. Henretta Daniel P. Huttenlocher Deborah D. Rieman Mark S. Wrighton 41 Table of Contents 32     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Proposal 3 2 Advisory Vote to ApproveApproval of Executive Compensation (Say (Say on Pay) Our Board of Directors requests that shareholders approve the compensation of our Named Executive Officers (NEOs), pursuant to Section 14A of the Securities Exchange Act of 1934, as disclosed in this proxy statement, which includes the Compensation Discussion and Analysis, the Summary Compensation Table and the supporting tabular and narrative disclosure on executive compensation. This vote is advisory and not binding on the Company, but the Board of Directors values shareholder opinion and will consider the outcome of the vote in determining our executive compensation programs. Say on Pay Proposal Our Board maintains a “pay for performance” philosophy that forms the foundation for all of the Compensation Committee’s decisions regarding executive compensation. In addition, our compensation programs are designed to facilitate strong corporate governance, foster collaboration and support our short- and long-term corporate strategy. The Compensation Discussion and Analysis portion of this proxy statement contains a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions, including 2015 Company performance, focusing on the compensation of our NEOs. Our shareholders have affirmed their support of our programs in our outreach discussions and in last year’s Say on Pay results. We believe that we have created a compensation program deserving of shareholder support. For these reasons, the Board of Directors recommends that shareholders vote in favor of the resolution: RESOLVED, that on an advisory non-binding basis, the total compensation paid to the Company’s Named Executive Officers (CEO, retired CFO, current incumbent CFO and three other most highly compensated executives), as disclosed in the proxy statement for the 2016 Annual Meeting of Shareholders pursuant to Section 14A of the Securities Exchange Act of 1934, including the Compensation Discussion and Analysis, the Summary Compensation Table and the supporting tabular and narrative disclosure on executive compensation. This vote is advisory and not binding on the Company, but the Board of Directors values shareholder opinion and will consider the outcome of the vote in determining our executive compensation programs. Say on Pay Proposal Our Board maintains a “pay for performance” philosophy that forms the foundation for all of the Compensation Committee’s decisions regarding executive compensation. In addition, our compensation programs are designed to facilitate strong corporate governance, foster collaboration and support our short- and long-term corporate strategy. The Compensation Discussion and Analysis portion of this proxy statement contains a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions, including 2018 Company performance, focusing on the compensation of our NEOs. Our shareholders have affirmed their support of our programs in our outreach discussions and in last year’s Say on Pay results. We believe that we have created a compensation program deserving of shareholder support. For these reasons, the Board of Directors recommends that shareholders vote in favor of the resolution: RESOLVED, that on an advisory non-binding basis, the total compensation paid to the Company’s Named Executive Officers (CEO, CFO and three other most highly compensated executives), as disclosed in the proxy statement for the 2019 Annual Meeting of Shareholders pursuant to the SEC’s executive compensation disclosure rules, including the Compensation Discussion & Analysis, the Summary Compensation Table, and the supporting tabular and related narrative disclosure on executive compensation, is hereby APPROVED. FOR Our Board unanimously recommends a vote FOR the resolution approving the compensationadvisory approval of our Named Executive Officers. CORNING INCORPORATED-executive compensation as disclosed in this proxy statement. 42      2016 Proxy Statement    CORNING332019 PROXY STATEMENT Table of Contents Table of Contents Compensation Discussion & Analysis This Compensation Discussion and Analysis (CD&A) focuses on the 2015 This Compensation Discussion & Analysis (CD&A) presents Corning’s executive compensation for 2018, including the compensation for our Named Executive Officers (NEOs), and describes how this compensation aligns with our pay for performance philosophy and supports the success of our Strategy and Capital Allocation Framework. OUR NEOs IN FISCAL YEAR 2018 WERE: Named Executive Officers (NEOs)Officer Role Years in Role Years at Corning Wendell P. Weeks Chairman, Chief Executive Officer (CEO) and how this compensation aligns with our pay for performance philosophy. Our NEOs in fiscal year 2015 were: Named Executive Officer Role Tenure in role Total years of Corning service Wendell P. Weeks Chairman, Chief Executive Officer (CEO) and President 11 Years as CEO (9 years as CEO/Chairman) 33 Years James B. Flaws* Vice Chairman and Chief Financial Officer (retired) 18 Years as CFO 42 Years R. Tony Tripeny* Senior Vice President and Chief Financial Officer New CFO in 2015 30 Years James P. Clappin President, Corning Glass Technologies 10 Years 36 Years Lawrence D. McRae* Vice Chairman and Corporate Development Officer New Vice Chairman in 2015 30 Years Kirk P. Gregg* Executive Vice President and Chief Administrative Officer 18 Years 22President 14 Years as CEO (12 years as CEO/Chairman) 36 years R. Tony Tripeny Executive Vice President and Chief Financial Officer 3 Years 34 years James P. Clappin Executive Vice President, Corning Glass Technologies 8 Years 39 years Lawrence D. McRae Vice Chairman and Corporate Development Officer 3 Years as Vice Chairman (19 years as Corporate Development Officer) 34 years David L. Morse Executive Vice President and Chief Technology Officer 6 Years 43 years *      In a planned succession, on August 31, 2015, Mr. Flaws stepped down as Chief Financial Officer and Mr. Tripeny became Chief Financial Officer effective September 1, 2015. Mr. McRae was appointed Vice Chairman and Corporate Development Officer effective September 1, 2015. Mr. Flaws subsequently retired as Vice Chairman on November 30, 2015. Mr. Gregg retired on December 31, 2015. CD&A Table of Contents To assist shareholders in finding important information, we call your attention to the following sections of the CD&A: 43 Executive Summary 46 Company Performance Overview 50 2018 Executive Compensation Program Details 54 Compensation Peer Group 55 Compensation Program – Other Governance Matters 57 Compensation Committee Report 58 2018 Compensation Tables Executive Summary Executive Compensation Philosophy Our compensation program is designed to attract and retain the most talented employees within our industry segments and to motivate them to perform at the highest level while executing on our Strategy and Capital Allocation Framework. In order to retain and motivate this caliber of talent, the Compensation Committee (the Committee) is committed to promoting a performance-based culture. Rewards are tied to financial metrics that incent management to successfully deliver on the Strategy and Capital Allocation Framework and our commitments to our shareholders. CORNING2019 PROXY STATEMENT      43 Table of Contents Compensation Discussion & Analysis Target Total Compensation CEO ALL OTHER NEOs CD&A Table of ContentsOur Short- and Long-Term Incentives To assist shareholders Short-Term Incentives (Paid in finding important information, we call your attention to the following sections of the CD&A: Executive Summary 35 Company Performance Overview 37 Executive Compensation Program Overview 39 Executive Compensation Program Details 41 Compensation Peer Group 45 What’s New in 2016 46 Compensation Program Governance 46 Compensation Committee Report 48 Compensation Tables 49Cash) 34     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Compensation Discussion & Analysis Executive Summary Executive Compensation PhilosophyLong-Term Incentives (CPU, RSU and Option Awards) Our compensation program is 44      CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis 2018 Compensation Metrics Our key compensation metrics are Core Earnings per Share (Core EPS), Core Net Sales and Adjusted Operating Cash Flow less CapEx. These metrics are designed to ensure the success of our Strategy and Capital Allocation Framework by improving profitability (Core EPS), incenting top line growth (Core Net Sales) and generating operating cash (Adjusted Operating Cash Flow less CapEx). CORE EPS CORE NET SALES ADJUSTED OPERATING CASH FLOW LESS CAPEX 2018 Actual Results $1.78 $11,398 million $926 million 2018 Score as % of Target Payout 116% of target for 2018 155%for PIP 127%for CPUs* of target for 2018 128% of target for 2018 * The payout scales for CPUs and PIP differ; CPUs are capped at 150% and PIP is capped at 200%. Please see page 47 for more information. Please see “Our 2018 Performance Highlights” on page 6 for more information about our Core Performance Measures and Appendix A to this proxy statement for a reconciliation of the non-GAAP measures we use in this proxy statement to the most directly comparable GAAP financial measures. Core Earnings per Share (Core EPS), Core Net Sales and Adjusted Operating Cash Flow are non-GAAP financial measures used by our management to attract and retainobtain a clearer view of Corning’s operating results. Accordingly, these Core Performance Measures form the most talented employees within our industry segments and to motivate them to perform at the highest level. Our leaders must possess deep technical understanding in our core technologies and have broad business, commercial and leadership experience. In order to attract, retain and motivate this caliber of talent, the Compensation Committee (the Committee) is committed to promoting a performance-based culture that motivates executives by tying rewards to financial metrics that support the creation of long-term valuebasis for our shareholderscompensation performance metrics. CORNING2019 PROXY STATEMENT      45 Table of Contents Compensation Discussion & Analysis 2018 Company Performance Overview In 2018, we utilized our financial strength to continue our focus on innovation, advancing key programs across our market-access platforms to make progress in our Strategy and Capital Allocation Framework. Highlights of progress across Corning’s market-access platforms include: ●Optical Communications:Secured contracts with industry leaders in the carrier and strong cash flows. data center segments that will add significant sales in 2019 and beyond, introduced new products for the hyperscale data center and carrier environments and expanded market access through the acquisition of 3M’s Communication Markets Division 2015 Company Performance ●Mobile Consumer Electronics:Extended the company’s leadership with the launch and adoption of Corning® Gorilla® Glass 6 as well as other cover glass and sensing technology innovations ●Automotive:Gained significant new sales and platform wins for gasoline particulate filters including reaching the production milestone of 1 million GPFs; increased pull for Gorilla Glass for Automotive solutions, particularly the industry’s first AutoGrade™ Glass Solutions for automotive interiors, reaching more than 55 platform wins to date ●Life Sciences Vessels:Increased shipments of Corning Valor® Glass fourfold year over year, indicating progress toward certification across more pharmaceutical companies ●Display:Reached stable returns as the glass pricing environment continued to improve and Corning extended its global leadership by establishing the world’s first Gen 10.5 manufacturing facility After a good first half, 2015 became a challenging year due to global economic headwinds, the continued softening of retail demand for televisions Please see “Our 2018 Performance Highlights” on page 6 and IT devices and the negative impact on our financial results of the stronger U.S. dollar. Despite these conditions, we generated significant adjusted operating cash flow during the year, which we consider a key indicator of the health of the Company. However, performance against some of our other key financial performance objectives was below our established targets for 2015. ● Adjusted Operating Cash Flow: Increased by 3.1% year-over-year. Lower year-over-year core earnings were more than offset by the receipt of customer deposits. Results were 130% of the established target for 2015. ● Core Net Sales: Slightly lower year-over-year, impacted by lower sales in our Display Technologies segment due to price declines and softening in the television and IT device retail markets and the impact of the overall strengthening of the U.S. dollar on our Optical Communications, Environmental Technologies, and Life Sciences segments. This was partially offset by higher sales in our Optical Communications segment. Results were 30% of the established target for 2015. ● Core EPS: Down year-over-year, driven by lower core earnings in our Display Technologies, Environmental Technologies and Life Sciences segments, and lower equity earnings. Results were 79% of the established target for 2015. ● Total Shareholder Return (TSR): Negative 1-year TSR (-18.3%) was below expectations, but 3 year TSR of 15.8% per year is in line with the median of S&P 500 companies. In spite of the challenges, our overall financial strength enables us to increase our capital return to shareholders, in a balanced fashion, while continuing to invest in innovative projects. As discussed under “New“Our Strategy and Capital Allocation Framework” on page 8, we expect to generate and deploy more than $20 billion in cash through 2019. We plan to invest $10 billion in our growth and sustained leadership, and to return more than $10 billion to shareholders through share repurchases and dividends through 2019. We also expect to increase our dividend per common share by at least 10% annually through 2019. Note Regarding Core Performance Measures Throughout this CD&A we refer to our core net sales, core earnings, core EPS and adjusted operating cash flow for compensation purposes (adjusted operating cash flow), which are non-GAAP financial measures. These core performance measures remove the impact of changes in the Japanese yen and Korean won exchange rates versus the US dollar, as well as the impact of other special items that do not reflect the ongoing operating results of the Company. Please see page 36 of our 2015 Annual Report on Form 10-K7 for additional information about our core performance measures and why we use them. Appendix A to this proxy statement contains a reconciliation of these non-GAAP measures to our audited GAAPon Corning’s 2018 financial statements. 2015performance. 2018 Performance and Compensation Alignment Each year we set rigorous and challenging performance goals aligned with our strategic objectives. We continue to believe that top line growth, overall profitability, and the generation of operating cash flow are the most important measures to the successful execution of our Strategy and Capital Allocation Framework and delivery of long-term shareholder value. Approximately 89% of the CEO’s target total compensation (excluding employee benefits and perquisites) and 80% of the other NEOs’ target total compensation (excluding employee benefits and perquisites) is variable and depends upon our operating performance or is linked to our stock price. Net profitability and sales growth, both short- and long-term, drive success under our Strategy and Capital Allocation Framework. Accordingly, we have incentive measures linked to both short- and long-term outcomes. Our short-term incentives are cash payments composed of the Performance Incentive Plan (PIP) and the GoalSharing plan. Under each of the PIP and the GoalSharing plan, Core EPS (75% weight) measures bottom line profitability and Core Net Sales (25% weight) focuses on increasing top line growth. These two financial goals comprise 100% of PIP payouts for NEOs. Actual performance was above the established PIP targets for 2018, with the blended result being a payout of 126% of PIP target. GoalSharing is a company-wide plan that rewards our workforce for the Company’s and Business Unit’s success by including compensation objectives reflecting a combination of corporate financial (25% weight) and business unit performance (75% weight). NEOs receive payouts based on the weighted average performance of all business unit plans, which resulted in a payout of 6.41% of base salary for 2018. 46      CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis Our Long-Term Incentive (LTI) awards reflect our belief that cash flows and revenue growth enable investments that will sustain our growth over the long term and that the interests of our executives and shareholders should be aligned. LTI awards are comprised of 60% Cash Performance Units (CPUs), 25% Restricted Stock Units (RSUs), and 15% Stock Options. CPU awards are based 70% on Adjusted Operating Cash Flow less CapEx and 30% on Core Net Sales, averaged over a three-year performance period. In addition to the above measures, 2016 CPUs are subject to an ROIC modifier of up to +/-10% based on ROIC improvement over the period 2016 through 2018. We implemented this ROIC modifier in response to investor feedback and in support of our Capital Allocation Framework. We define ROIC as core net income before interest, divided by invested capital. Core net income before interest is calculated using constant exchange rates for Japanese yen, New Taiwan dollar and Chinese yuan against the U.S. dollar, and a constant tax rate. Invested capital is the sum of total assets excluding foreign currency hedge assets less total liabilities excluding foreign currency hedge liabilities and debt. The Compensation Committee approved this ROIC modifier calculation in early 2016. The following table compares the 2018 actual results and targeted goals for each performance measure compared with 2017. 2018 2017 Measure       Actual and % increase vs. ’17 Actual       Target and % increase vs. ’17 Actual       Actual       Target Core EPS $1.78 $1.74 $1.60 $1.57 Percentage increase vs ’17 Actual +11.9% +8.8% Core Net Sales (millions) $11,398 $11,028 $10,258 $9,945 +11.5% +7.5% Adjusted Operating Cash Flow $926 $696 $816 $756 less CapEx (millions) N/A(1) N/A(1) (1) Adjusted Operating Cash Flow less CapEx goals are established yearly, independent of the prior year. Please see “Our 2018 Performance Highlights” on page 6 for more information about our Core Performance Measures and Appendix A to this proxy statement for a reconciliation of the non-GAAP measures we use in this proxy statement to the most directly comparable GAAP financial measures. In 2018, Corning used constant currency rates for the Japanese yen of ¥107:$1, for the New Taiwan dollar of NT$31:$1, for the Chinese yuan of ¥6.7:$1 and for the South Korean won of ₩1,175:$1, and restated all prior periods to these constant currency rates for comparability purposes. For additional information about our Core Performance Measures, please see page 6. Our rigorous goal setting process is demonstrated by the following payout scale for our short- and long-term incentive plans: Short Term/Annual Incentive 2018 PIP Measures Long-Term Incentive 2018 CPU Measures (Year Three of 2016-2018 Plan) Core EPS Goal (Weighted 75%) Core Net Sales Goal (Weighted 25%) Adjusted Operating Cash Flow less CapEx Goal (Weighted 70%) Core Net Sales Goal (Weighted 30%)    Payout %    Core EPS    Growth (over prior year)    Core Net Sales (in $M)    Growth (over prior year)    Adjusted OCF less CapEx (in $M)    % of 2018 Plan    Core Net Sales (in $M)    % of 2017 Core Net Sales 200% $1.96 22.8% $11,490 12.0% Capped at 150% 150% 1.89 18.6% 11,387 11.0% $1,096 157.5% $11,490 12.0% 125% 1.81 13.4% 11,205 9.2% 896 128.7% 11,387 11.0% TARGET 100% 1.74 9.4% 11,028 7.5% 696 100.0% 11,028 7.5% 75% 1.64 2.7% 10,601 3.3% 496 71.3% 10,601 3.3% 50% 1.60 0.5% 10,387 1.3% 429 61.7% 10,387 1.3% 0% 1.42 -10.7% 10,054 -2.0% 296 42.5% 10,054 -2.0% CORNING2019 PROXY STATEMENT      47 Table of Contents Compensation Discussion & Analysis ROIC Modifier In 2016, based on investor feedback and in support of our Capital Allocation Framework, the Compensation Committee added a three-year ROIC modifier to CPUs. With this modifier, the CPU payout may be increased or decreased up to 10% based on ROIC performance over the three-year performance period. For the 2016-2018 performance period, the ROIC target was established at 250 basis points, which the Committee believed was challenging but achievable through continued strong operating performance. The setting of this target reflected the multi-year operating plan for the company and management’s assessment of future Company performance. The ROIC modifier for 2016 CPUs (based on 2016 through 2018 performance) was as follows: ROIC Improvement 2016 – 2018 (in basis points)       Modifier (Adjustment to 2016 CPUs) 250 +10% 175 +5% 100 No adjustment 50 -5% 0 -10% From 2016 to 2018, ROIC improved 174 basis points, resulting in a +4.74% increase to the 2016 CPU payout made in 2019. Results for Short Term Incentives and the 2016-2018 LTI Plan Short Term Incentives PERFORMANCE INCENTIVE PLAN (PIP) 100% CORPORATE FINANCIAL PERFORMANCE Components       Weighting       % of target earned Core EPS 75% 116% Core Net Sales 25% 155% 2018 performance result 126%   GOALSHARING – 25% CORPORATE PERFORMANCE, 75% BUSINESS UNIT PERFORMANCE Components % of base salary earned Corporate financial performance — 1.25% target × 126% performance (See PIP above) 25% 1.58% Average Business Unit Performance 75% 4.83% 2018 performance result 6.41% Long Term Incentives CASH PERFORMANCE UNITS (60% OF LTI TARGET – OTHER 40% ARE RSUs AND OPTIONS) Components       Weighting       % of target earned, 2018 performance year Operating Cash Flow less CapEx   70% 128% Core Net Sales 30% 127% 2018 performance result 128%   2016-2018 CPU PERFORMANCE RESULTS Components % of target earned, 2016-2018 performance 2016 performance result 88% 2017 performance result 120% 2018 performance result 128% 2016-2018 average performance   112% ROIC MODIFIER 2016-2018 average performance      ×      ROIC Modifier      =      Final percentage of target amount of 2016 CPUs to be paid in 2018 112% × 4.74% =117% Each year we set rigorous and challenging performance goals aligned with our strategic objectives. 48      CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis Approximately 88% of the CEO’s target total compensation and 79% of the other NEOs’ target total compensation is variable and impacted by operating or stock price performance. Short-term incentive targets are set in the Performance Incentive Plan (PIP) and the GoalSharing plan. NEO compensation under these plans is based on performance against established profitability and revenue goals, with 100% of the PIP earned on the basis of achievement of corporate financial goals. In 2015, PIP measures were core earnings per share (core EPS) (75% weight) and core net sales (25% weight). GoalSharing compensation objectives reflect a combination of corporate financial (25% weight) and business unit performance (75% weight). Actual performance in 2015 was below the PIP established target goals, resulting in a payout of 67% of target. Long Term Incentive (LTI) awards are comprised of 60% Cash Performance Units (CPUs), 25% Restricted Stock Units (RSUs), and 15% stock options. CPU awards are based 70% on adjusted operating cash flow and 30% on core net sales with ultimate earned amounts based on the average of three one-year performance cycles for each metric. Actual blended performance in 2015 of these two goals met the CPU established target goals, resulting in an earn-out of 100% of target. The final earned award, however, will not be known until the end of the three-year performance period. CORNING INCORPORATED- 2016 Proxy Statement    35 Table of Contents Compensation Discussion & Analysis The following table compares the 2015 actual results and targeted goals for each performance measure with 2014 actual results. 2015 2014    Measure         Actual % increase vs. ’14 Actual         Target % increase vs. ’14 Actual         Actual(1)         Target(1)    Adjusted operating cash flow (millions) $ 3,219 $ 3,034 $ 3,121 $ 3,012 +3.1 % n/a (2) Core EPS $ 1.40 $ 1.53 $ 1.42 $ 1.39 -1.4 % +7.7 % Core net sales (millions) $         9,800 $         10,352 $     9,955 $     9,317 -1.6 % +4.0 % (1)      In the first quarter of 2015, we changed the yen-to-dollar core FX rate from ¥93 to ¥99 to align with the Japanese yen-denominated hedges entered into for the years 2015 through 2017. Prior periods presented have been recast for core earnings, core EPS and core net sales based on the new rate. Recast financial statements were filed with the SEC on January 27, 2015. Such exchange rate adjustments are necessary because a large percentage of our sales are made in Japanese yen. (2) Adjusted operating cash flow goals are established yearly, independent of the prior year, based on items that may be unique and non-recurring. See “Note Regarding Core Performance Measures” on p. 35 for more information on these measures. Shareholder Engagement Strong Say on Pay Results.At our 2015 annual meeting of shareholders, our Say on Pay proposal received support from 96% of votes cast, consistent with 2014. We view this level of shareholder support as an affirmation of our current pay practices and pay for performance philosophy, and as a result we did not make any structural changes to the program design in 2015. At our 2015 annual meeting of shareholders, our Say on Pay proposal received support from 96% of votes cast. In 2015, as part of our shareholder outreach program, we met with shareholders representing over 42% of our outstanding shares. In these interactive meetings, we heard many constructive comments on strategy, capitalallocation, governance, compensation, shareholder communications, and shareholder proposals. No significant issues pertaining to our executive compensation programs were raised in these discussions and shareholders are supportive of our program. Several shareholders did ask if we were changing performance compensation plan measures in light of our new strategy and capital allocation framework. In light of our new strategy and capital allocation framework, effective in 2016 we will add an ROIC modifier to CPUs and adjust the cash flow measure to include capital expenditures. For more information see “What’s New in 2016” on page 46. We continue to believe profitability, cash generation and revenue growth are the most important measures for the successful execution our new strategy. Robust Compensation Program Governance Corning has rigorous and robust program governance with respect to its executive compensation plan: ✓ Compensation program closely aligns pay with performance over both the short- and long-term ✓ Mix of cash and equity incentive payouts tied to short-term financial performance and long-term value creation (over 79% of total compensation for NEOs is “at risk”) ✓ CEO total compensation is targeted within a competitive range of the Compensation Peer Group median ✓ Caps on payout levels for annual incentives in a budgeted down-cycle year ✓ Significant NEO share ownership requirements ✓ Anti-hedging and pledging policies ✓ Clawback policy ✓ No excise tax gross-ups for all officer agreements entered into after July 2004 ✓ Limited and modest perquisites that have a sound benefit to the Company’s business ✓ No tax gross-ups or tax assistance on perquisites ✓ No repricing of underwater stock options without shareholder approval ✓ An independent compensation consultant advises the Compensation Committee ✓ History of demonstrated responsiveness to shareholder concerns and feedback, and ongoing commitment to shareholder engagement 36     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Compensation Discussion & Analysis Company Performance Overview 2015 Business Environment and Company Performance Our businesses were impacted in 2015 by the weakening global economy. Global economic headwinds, continued softening of retail demand for televisions and devices for IT applications and the negative impact of the stronger U.S. dollar resulted in year-over-year decline below our target expectations. Despite these challenges, our financial position remained strong and we generated considerable cash flow from operations, which we consider a key indicator of the health of our Company. We also made progress on several important initiatives, including our pharmaceutical glass and automotive glass initiatives, and we continued to aggressively reduce manufacturing costs. Consumers continue to demand bigger screens, more bandwidth and touch-enabled devices, and the demand for cleaner air is accelerating. Our innovation portfolio is rich with opportunities to address these and other markets. Total Shareholder Return Corning’s Total Shareholder Return (TSR), which consists of stock price appreciation plusand reinvestment of common dividends, was -18.3% in 2015 and lower than that ofoutperformed the median of S&P 500 companies. Three-year annualized TSR performance was 15.8%,in line withIndex over the medianlast 1-, 3-, and 5-year periods as of year-end 2018. Since the introduction of our Strategy and Capital Allocation Framework, we have outperformed the S&P 500 companies. This 3-year performance was at the 60th percentileIndex by nearly three times in terms of our compensation benchmarking peers. CORNING INCORPORATED- 2016 Proxy Statement    37 Table of Contents Compensation Discussion & Analysis Operational Objectives Despite the macroeconomic challenges, Corning made progress on several important objectives during 2015, and our long-term opportunities remain strong.total shareholder return. The Strategy and Capital Allocation Framework has paid off from a financial perspective. Between its inception in October 2015 Objectiveand year-end 2018, Corning had TSR of approximately 95% vs. less than 35% for the S&P 500. ANNUALIZED TOTAL SHAREHOLDER RETURN       2015 AchievementsTOTAL SHAREHOLDER RETURN SINCE START OF FRAMEWORK As of year-end 2018 October 21, 2015 through year-end 2018 Continue the positive momentum in all businessesSource: Bloomberg Optical Communications delivered another yearSource: Bloomberg Shareholder Engagement At our 2018 annual meeting of double-digit sales growth, delivering performance ahead of plan. Specialty Materials gained share in China and touch notebooks, and Display Technologies extended a long-term supply agreement with one ofshareholders, our largest LCD customers to 2025, and announced that it will locate a Gen 10.5 glass manufacturing facility adjacent to a customer’s plant in China. Say on Pay proposal received support from Leverage innovation platform to drive growth Our commitment to R&D gives us a strong competitive advantage. Our new Corning® Gorilla® Glass 4 is already present on hundreds of devices, and is being used for automotive laminates that weigh approximately 30% less than conventional windshields to help automakers improve fuel economy. In 2015, Corning also launched ●Lotus NTX - our third generation high performance display glass substrate offering best-in-class glass dimensional stability in panel makers’ high-temperature manufacturing processes. ●Iris™ glass which enables LED TVs as thin as smartphones ●FLORA™ technology - a next-generation ceramic product designed to reduce vehicle emissions at engine start ●Edge8 - the industry’s first modular, tip-to-tip optical cabling system 90% Grow sales and profits Although sales and profits were slightly down in 2015, unit spending controls offset many of the economic challenges. We continued to generate significant cash flow, which allows us to maintain a strong balance sheet, continue to invest in our future and return cash to shareholders. votes cast. 38     CORNING INCORPORATEDStrong Say on Pay Results.-At our 2018 Annual Meeting of shareholders, our Say on Pay proposal received support from 90% of votes cast. We have received 90% or greater support for our Say on Pay proposal each of the past three years. We view this level of shareholder support as an affirmation of our current pay practices and pay for performance philosophy. Shareholder Outreach.In 2018, as part of our shareholder outreach program, we met with shareholders representing approximately 45% of our outstanding shares, and approximately two-thirds of our top fifty shareholders. In these meetings, we discussed our Strategy and Capital Allocation Framework (SCAF), as well as governance, compensation, human capital management and sustainability matters. We learned through these meetingsthat our investors are pleased with the SCAF and believe we have clearly articulated how it creates shareholder value and is connected to management compensation at Corning. These shareholders also were generally supportive of our executive compensation program, the direct linkage of financial metrics in our performance-based variable compensation plans to the SCAF, and the addition of the ROIC modifier that was implemented in 2016 Proxy Statementin response to investor feedback. As in previous years, shareholders were not prescriptive about compensation plan design. Instead, they were more interested to see that the results and outcomes delivered by the incentive plans were aligned appropriately with Corning’s performance and had appropriately incented our executives to deliver on our SCAF. CORNING2019 PROXY STATEMENT      49 Table of Contents Compensation Discussion & Analysis Return of Value to Shareholders In 2015, Corning repurchased approximately $3 billion of our outstanding common shares. Since 2011, when we announced expectations of increased free cash flow, we have increased the dividend 170% (from $0.05 per share per quarter to $0.135 as of March 15, 2016) and repurchased $8.7 billion of our outstanding common shares. In October 2015, after significant Board engagement and approval, Corning announced a capital allocation framework that would return more than $10 billion to shareholders by 2019. As part of this plan, we launched a $1.25 billion accelerated share repurchase program in the fourth quarter of 2015, which we completed in January 2016. In addition to further share buybacks, we intend to increase our dividend per share by at least 10% annually through 2019. Since 2011, Corning has returned over $11 billion to shareholders. In October 2015, we announced a new strategy and capital allocation framework designed to return an additional $10 billion to our shareholders over the next four years. $2.7 billion common dividends paid in the last 5 years $8.7 billion shares repurchased in the last 5 years 170% increase in quarterly common dividend since 2011 Executive Compensation Program Overview To ensure compensation is aligned with long-term value creation, we believe a well-structured program must balance near-term financial results with building long-term value through thoughtful investments in innovation and process engineering. To that end, our compensation program provides a number of forms of executive compensation, each tailored to encourage an aspect of the Company’s performance that the Committee believes is important for thoughtfully driving long-term shareholder value. Given the strategic importance of growing sales in our businesses, we include a revenue measure in both our short-term and long-term incentive programs while continuing to place the most emphasis on profitability and cash generation. We believe that earnings growth, revenue growth and generating strong positive cash flows are the key contributors to long-term success and shareholder value. CORNING INCORPORATED- 2016 Proxy Statement    39 Table of Contents Compensation Discussion & Analysis Summary of Corning’s 2015 Executive Compensation Program Key Pay Elements                Short-Term/Annual Incentives                Long-Term Incentives Form of Compensation Delivered Performance Incentive Plan (Cash) GoalSharing (Company-Wide Unit Plan; Paid in Cash) Cash Performance Units (CPUs)      Equity Incentives:      Restricted Stock Units (RSUs) and Stock Options ⬇ ⬇ ⬇ ⬇ Performance Metrics 75% Core EPS 25% Core Net Sales Weighted Average of Business Unit Plans 60% of LTI Target, based on: ●  70% Adjusted Operating     Cash Flow ●  30% Core Net Sales Average performance over three years 40% of LTI Target: ●  25% RSUs ●  15% Stock Options Equity grants vest after 3 years We believe these features offer the following benefits: Clear, measurable and challenging goals: We base our performance objectives on the results of a rigorous goal-setting process that relies on both business-driven bottom-up and corporate top-down budgets. Beginning in 2013, we reduced our economic risk to the Japanese yen and Korean won by executing hedges that protect us from the impact of exchange rate volatility for these currencies against the U.S. dollar. Concurrently, we commenced the external reporting of core performance measures in addition to GAAP financial measures to provide a clearer view of the Company’s core operating results to our shareholders. To ensure alignment between our external reporting and the manner in which we measure performance for compensation plan purposes, we set performance targets in our short-term and long-term incentive programs using core performance measures. Our core performance results are currently stated at a constant yen-to-U.S. dollar exchange rate of 99 and a constant won-to-U.S. dollar exchange rate of 1100 to remove the volatility of currency fluctuations, allowing more clarity and transparency on the operating drivers of our financial results and performance-based compensation measures. Our incentive plans also require targets to be exceeded by a meaningful margin before payouts increase significantly and payouts relative to target fall significantly if performance goals are not achieved, with full forfeiture if specified threshold goals are not attained. This approach discourages imprudent risk-taking, creates a strong incentive to set reasonable and challenging goals, and fosters strong focus on achievement of the annual business plan. Our rigorous goal setting process is demonstrated in the following measures for our short- and long-term incentive plans: Short Term/Annual Incentive 2015 PIP Measures Long-Term Incentive 2015 CPU Measures (Year One of Three-Year Average Plan) Core EPS Goal (Weighted 75%) Core Net Sales Goal (Weighted 25%) Core Net Sales Goal (Weighted 30%) Adjusted Operating Cash Flow Goal (Weighted 70%) Achievement % Core Adjusted EPS (in $M) % of 2015 Plan Core Net Sales (in $M) % of 2014 Core Net Sales Core Net Sales (in $M) % of 2014 Core Net Sales Adjusted Operating Cash Flow (in $M) % of 2015 Plan           200%                   $     1.71                 112%         $     11,447         115%         Capped at 150% 150% $ 1.63 110% $ 10,949 110% $     11,447         115%                 $     3,398                 112%              125%    $ 1.60    108%    $ 10,452    105%    $ 10,452    110%    $ 3,186    105%   TARGET     100%       $ 1.53       100%     $ 10,352     104%     $ 10,352     104%       $ 3,034       100%       75% $ 1.37 90% $ 10,253 103% $ 10,253 103% $ 2,791 92% 50% $ 1.22 80% $ 9,954 100% $ 9,954 100% $ 2,549 84% 0% $ 1.15 75% $ 9,556 96% $ 9,556 96% $ 2,427 80% As discussed on page 36, Corning’s actual performance results for core EPS and core net sales fell below 100% of the targeted objectives, with the blended result for short-term incentives being 67% of target; whereas adjusted operating cash flow was above 100% of the targeted objective, yielding a blended result of 100% of target, for the 2015 earned portion of CPUs. 40     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Compensation Discussion & Analysis Substantial variable and ‘at risk’ compensation: Approximately 88% of the CEO’s target total compensation and 79% of the other NEOs’ target total compensation is variable and impacted by operating or stock price performance. Target total compensation includes base salary and target short- and long-term incentives. Target Total Compensation Performance and Compensation Alignment The following table shows the targeted goals of each performance plan with 2015 actual results, compared with the prior years. 2015Robust Compensation Program Governance Corning has rigorous and robust governance with respect to its executive compensation plan: ✓Close alignment of pay with performance over both the short and long-term horizon, and delivery of the goals of our Strategy and Capital Allocation Framework ✓Mix of cash and equity incentives tied to short-term financial performance was below targetand long-term value creation ✓CEO total compensation targeted within a competitive range of the Compensation Peer Group median ✓Caps on payout levels for PIP and lower than 2014 plan results (as indicated in the table below), resultingannual incentives in a below-target payoutbudgeted down-cycle year ✓Significant NEO share ownership requirements ✓Anti-hedging and aligning performance-related pay with 2015 performance resultspledging policies ✓Clawback policy applicable to both cash and equity compensation ✓Minimum 3-year vesting period for restricted stock or restricted stock unit awards in employee equity plan ✓Independent compensation consultant advisor to the Compensation Committee ✓History of demonstrated responsiveness to shareholder concerns and feedback, and ongoing commitment to shareholder engagement ✓Limited and modest perquisites that have a sound benefit to the Company’s business ✕No tax gross-ups or tax assistance on perquisites ✕No repricing or cash buyout of underwater stock options without shareholder approval ✕No excise tax gross-ups for officer agreements entered into after July 2004 Short Term Incentives Earned for NEOs 2015 Performance Incentive Plan- 67% of target GoalSharing– 5.69% payout 2014 Performance Incentive Plan- 123% of target GoalSharing– 6.75% payout Long-term Incentives Earned (CPUs) for NEOs 2015 Average of 2015, 2016 and 2017 performance 100%, TBD, TBD 3-year average:TBD 2014 Average of 2014, 2015 and 2016 performance 121%, 100%, TBD 3-year average:TBD 2018 Executive Compensation Program Details Our key compensation program principles are as follows: ● Provide a competitive base salary ● Pay for performance ● Incent execution of our Strategy and Capital Allocation Framework ● Apply a team-based management approach ● Increase the proportion of performance-based incentive compensation for more senior positions ● Align the interests of our executive group with shareholders CORNING INCORPORATED- 2016 Proxy Statement    41Base Salary Table of Contents Compensation Discussion & Analysis Base Salary Base salaries provide a form of fixed compensation and are reviewed annually by the Committee, using salary surveys,which considers internal equity and individual performance, as well as competitive positioning, as discussed in the “Compensation Peer Group” section starting on page 45.54. In 2015, all NEOs except2018, Mr. Tripeny and Mr. McRae receivedWeeks’ base salary increases of approximately 3.1%increased by 3%, consistent with the salary increase budget for all other U.S. salaried employees. Mr. Tripeny received ana base salary increase of approximately 33% reflecting15% as part of a multi-year strategy to better align his significant promotionoverall compensation package to comparable external salary benchmarks as he continues to demonstrate strong performance as CFO. Base salaries of the role of Chief Financial Officer as of September 1, 2015. Mr. McRae received an increase of 9.8% reflecting the expansion of his responsibilities and appointment as Vice Chairman as of September 1, 2015. Additionally, for each NEO, the actual amount received during the fiscal yearremaining NEOs increased by 5.5% as a small amount because fiscal 2015 had 27 biweekly pay periods insteadresult of 26.strong performance and to align compensation with both internal and external salary benchmarks as the Company grows. 50 Short-Term Incentives     CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis Short-Term Incentives Short-term incentives are designed to reward NEOs for Corning’s consolidated annual financial performance supporting our Strategy and Capital Allocation Framework and team-based management approach. Corning has two short-term incentive plans: the Performance Incentive Plan (PIP) and GoalSharing. Compensation Element Target Opportunity Performance Target Actual Results Earned Award for 2015 Annual Cash Bonus Plans Performance Incentive Plan (PIP) ●Core EPS (75%) ●Core Net Sales (25%) GoalSharing  CEO: 150%* Other NEOs: 63%-90%* 5%* PIP: Core EPS: $1.526 Core Net Sales: $10,352 million GoalSharing: Average of 98 unit plans Core EPS: $1.40 Core Net Sales: $9,800 million 5.69% Core EPS result: 79% of target Core Net Sales result: 30% of target Blended result: 67% of target 5.69% * AsPIP targets are individually established by the Committee each February as a percentage of year-end salary depending on the competitive marketplace and level of experience. In 2018, Mr. Weeks’ PIP target is unchanged at 150% of year-end base salary. Mr. McRae’s PIP target is 85% of year-end base salary and other NEOs have PIP targets of 80%. PIP goals are approved in February and payments are made by the following March 15 once the performance results are known. As outlined on page 48, the 2018 PIP payout will be 126% of target based on performance achievement above the pre-established targets. GoalSharing is designed to motivate employees to work together to achieve the most critical goals in each business unit. All Corning employees are eligible for GoalSharing with a target generally equal to 5% of base salary. Earned GoalSharing may be 0% - 10% of base salary, and is weighted 25% on corporate financial performance and 75% on business unit performance. The NEOs’ GoalSharing is based 25% on corporate financial performance and 75% on the average of the results of all business unit plans. GoalSharing goals are approved in February each year and payment are made by the end of the following February once the performance results are known. As outlined on page 48, the 2018 GoalSharing payout will be 6.41% of year-end base pay due to achievement above the pre-established targets. Long-Term Incentives Long-Term Incentives and Equity Awards Long-term incentives (LTI) are designed as a mixturecomprised of cash performance units and equity. Targetequity in the form of CPUs, RSUs, and stock options (Options). We believe it is important to link LTI amounts to financial measures that support the execution of our Strategy and Capital Allocation Framework and generate long-term value amountsfor our shareholders. We also believe it is important for a portion of LTI to be in the form of equity to align our executives’ stock ownership interests with those of our shareholders. LTI targets are established by the Committee for each NEO annually in February. OurMr. Weeks’ 2018 LTI program comprises a mix of cash performance units (CPUs), restricted stock units (RSUs) and stock options (Options). We believe ittarget is important to align LTI amounts to financial measures that generate long term value$9 million. Other NEOs’ targets may be found in footnote 3 to the Company. We also believe it is important for a portion of compensationSummary Compensation Table on page 58 and range from $2.125 million to be comprised of equity to closely align the interests of our NEOs with shareholders and ensure alignment with the future market performance of Corning stock.$2.4 million. ● CPUsrepresent 60% of the annual target LTI value with payoutstarget. Payout is based on performance goalscash generation and revenue growth, measures that are focused on measures supporting thesupport our Strategy and Capital Allocation Framework as well as our long-term financial health and success ofsuccess. The performance measures for CPUs are 1) Adjusted Operating Cash Flow less CapEx (70%), which aligns the Company. Beginning in 2014, actualcash flow goal to our capital allocation plan and maintains focus on our CapEx, and 2) Core Net Sales (30%). Actual CPUs earned will beare based on the average performance over three years.a three-year period. CPUs awarded in 2018 are also subject to a three-year ROIC modifier of up to ±10% to further align compensation earned with the goal of our Strategy and Capital Allocation Framework to improve our corporate ROIC. Accordingly, CPUs earned for the years 2018-2020 will be paid out (in 2021) subject to an adjustment of up to ±10%, depending on Corning’s ROIC performance over the three-year performance period compared to a pre-established performance target. ● RSUsrepresent 25% of the annual target LTI.LTI value. The number of RSUs granted is determined based on the closing stock price on the date RSUs are granted at the endfirst business day of MarchApril, and awards cliff vest slightly more thanapproximately three years from the grant date. ● Optionsrepresent 15% of the annual target LTI.LTI value. The number of Options granted is determined using a Black-Scholes valuation. Options arewere granted aton the endfirst business day of March, April and May, cliff vestApril. Vesting is three years after the grant date, and the option awards have a 10-yearmaximum ten-year term. LTI targets for 2015 for Mr. Flaws and Mr. Gregg were unchanged. LTI targets were adjusted for Messrs. Tripeny, Clappin and McRae due to changes in and/or expansion of their responsibilities. ●CORNING2019 PROXY STATEMENT      Mr. Clappin – 2015 LTI target increased from $2,000,000 to $2,100,000 as a result of the addition of Corning Precision Materials into Corning Glass Technologies. ● Mr. Tripeny – 2016 LTI target was approved to increase from $1,000,000 to $1,400,000 when he was appointed Chief Financial Officer. ● Mr. McRae – 2016 LTI target was approved to increase from $2,000,000 to $2,250,000 when he was appointed Vice Chairman and Corporate Development Officer.51 Mr. Tripeny and Mr. McRae received special grants of restricted stock in July 2015 valued at $125,000 and $50,000, respectively, to recognize their promotions in 2015. 42     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Compensation Discussion & Analysis Long-Term Incentives – Cash Component * Performance targets are established in February each year for the calendar year. See page 48 for 2018 performance measures and results ** 3-year ROIC improvement target is established at the beginning of each 3-year performance period. See page 48 for 2016-2018 performance measure and results 2018 Long-Term Incentives – Equity Components Compensation Element Component Target Opportunity Number of Units/Options Granted PerformanceVesting TargetPeriod 2015Value Actual ResultsRealized Earned Award for 2015 CashRestricted PerformanceStock Units (CPUs) (RSUs) Adjusted operating Cash Flow (70%) Core Net Sales (30%) CEO: $4.8 $2.25 million Other NEOs: $0.630.53 million -to $2.10.6 million 25% of LTI target, based on the closing price of Corning’s common stock on the grant date (April 2, 2018) Approximately 3 years Dependent upon Corning common stock price on the vesting date Stock Options Applies toCEO: Year 1 of 3 – 2015 – 2017 CPUs and Year 2 of 3 – 2014 – 2016 CPUs:$1.35 million Adjusted OperatingOther NEOs: Cash Flow:$0. 32 million to $3,0340.36 million Core Net Sales: $10,352 million 15% of LTI target, based on the Black Scholes Valuation at the time of the grant (April 2, 2018) Adjusted Operating Cash Flow $3,219 million Core Net Sales: $9,800 million 2015 – 2017 CPUs Year 1: 100% of target Year 2: TBD Year 3: TBD 3 Year average: TBD 2014 – 2016 CPUs Year 1: 121% of target Year 2: 100% of target Year 3: TBD 3 Year average: TBDyears CEO Target CompensationDependent upon Corning common stock price increase, if any, between time of the grant and the time of exercise 52      CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis CEO Target Compensation Over the past 10fourteen years, under the leadership of Mr. Weeks, the CompanyCorning has grown core net sales, core earnings, and adjusted operating cash flow at double-digit rates. It has beaten the competition on growth in each of its business segments. It hassignificantly, achieved the lowest cost position and market leadership in many key businesses, and created new-to-the-world product categories, such as Corning® Gorilla® Glass, heavy-duty diesel substrates and filters, and customized fiber-to-the-home solutions.solutions and Corning Valor® Glass. For the 10-year period ending 2014, ● Core net sales increased from $3.9 billion to $10.0 billion (10% CAGR) ● Core earnings increased from $0.7 billion to $2.0 billion (11% CAGR) ● Core earnings per share increased from $0.46 to $1.42 (12% CAGR) ● Annual adjusted operating cash flow increased from $1.0 billion to $3.1 billion (12% CAGR) The Compensation Committee had not made any changes to Mr. Weeks’ target short-term or long-term incentives since 2011 (four years). As a resultBased on this sustained level of the strong sustained performance, over a decade, including excellent 2014 results, and the unique skills and experience of Mr. Weeks as it relates to Corning’s business model and technologies, in February 2015,2018, the Compensation Committee approved increasesa 3% base salary increase for Mr. Weeks, and an increase in LTI target to Mr. Weeks’ 2015 target total compensation from $10.1 to $11.4 million as follows:$9 million. ● Base salary– increased by 3.1%3% in line with base salary increases for all other U.S. based salaried employees. (Additionally, the actual amount Mr. Weeks received during the fiscal year increased by a small amount because fiscal 2015 had 27 biweekly pay periods instead of 26). ● Target Short TermShort-Term Incentives Target– increased target from 145% toremained flat at 155% of base salary, by increasing thecomprised of a PIP target from 140% toof 150% of base salary. Goal Sharingsalary and a GoalSharing target remainedof 5%. of base salary. ● Target Long TermLong-Term Incentives Target– increased 2015 LTI targetto $9 million from $7,000,000 to $8,000,000.$8.25 million Eighty-eightEighty-nine percent of Mr. Weeks’ pay is directly tied to Company financialCorning’s operating performance and stock price. Employee Benefits and Perquisites Employee Benefits and Perquisites Employee Benefits:Our NEOs are eligible forto participate in the same employee benefits plans in whichas all other eligible U.S. salaried employees participate.employees. These plans include medical, dental, life insurance, disability, matching gifts, and qualified defined benefit and defined contribution plans. We also maintain non-qualified defined benefit and defined contribution retirement and long termlong-term disability plans with the same general features and benefits as our qualified plans for all U.S. salaried employees affected by tax law compensation, contribution and/or deduction limits. In addition to the standard benefits available to all eligible U.S. salaried employees, the NEOs are eligible for the following benefits and perquisites:perquisites described in this section. Executive Supplemental Pension Plan (ESPP):We maintain aan ESPP to reward and retain long-serving individuals who are critical to executing Corning’s innovation strategy. Our non-qualified ESPP forcovers approximately 2520 active participants, including all of the NEOs. In 2006, we capped the percentage of cash compensation earned as a retirement benefit under the ESPP at a maximum of 50% of final average pay for 25 or more years of service.service, a change that applies to all the NEOs except Dr. Morse. The definition of pay used to determine benefits includes base salary and annual cash bonuses. Long-term cash or equity incentives are not included and do not impactaffect retirement benefits. Executives must have 10 or moreat least ten years of service to be vested under this plan. All of the NEOs are currently vested under this plan. meet the ten-year vesting requirement. While we seek to maintain well-funded qualified retirement plans, we do not fund our non-qualified retirement plans. For additional details of the ESPP benefits and plan features, please refer to the section entitled “Retirement Plans” on page 62.64. We maintain an ESPP to reward and retain the long-service individuals who are critical to executing Corning’s innovation strategy. While we seek to maintain well-funded qualified retirement plans, we do not fund our nonqualified retirement plans. CORNING INCORPORATED- 2016 Proxy Statement    43 Table of Contents Compensation Discussion & Analysis Executive Physical and Wellness:All executives are eligible for an annual physical exam in addition to wellness programs sponsored by the CompanyCorning for all employees. Relocation and Expatriate-Related Expenses:As part of our global mobility program, our policies provide that employees who relocate to another country at our request are eligible for certain relocation and expatriate benefits to facilitate the transition and international assignment, includingassignment. These benefits include moving expenses, allowances for housing and goods and services, and tax assistance. These policies are intended to recognize and compensate employees for incremental costs incurred with moving and/or with living and working outside of anthe employee’s home country. The goal of these relocation and expatriate assistance programs is to ensure that employees are not financially advantaged or disadvantaged as a resultbecause of their relocation and/or international assignment, - including related taxes. In 2015,July 2016, Mr. Clappin continued his leadership of the Glass Technologies segmentClappin’s assignment in Tokyo ended and he relocated back to Corning, NY. While he was based in Tokyo, Japan. As a result of this continued long-term assignment, Mr. Clappin was eligible for expatriate benefits afforded to all eligible employees under this program.benefits. These expensesamounts are detailed in footnote 5, section (v) to the Summary Compensation Table. CORNING2019 PROXY STATEMENT      53 Table of Contents Compensation Discussion & Analysis Other Executive Perquisites:We provide the NEOs with an overall allowance whichthat can be used for home security, modest capped personal aircraft usage, and beginning in October 2015, limited financial counseling services. Each NEO is responsible for all taxes on any imputed income resulting from these perquisites. Given the limited commercial flight options available in the Corning, New York area, the Committee believes that a well-managed program of limited personal aircraft use provides an extremely important benefit at a reasonable cost to the Company. We closely monitor business and personal usage of our planes and seeklimit personal usage to keep all personal usageit at a low percentage of total usage. AnnualThe Committee establishes annual personal aircraft usage caps under this program (both hours and absolute dollar value) are established by the Committee for each NEO. The established cap for the CEO was 100 hours and $165,000 and$170,000; the cap for the other NEOs was approximately half this level or lower for other NEOs.lower. Actual utilization falls below these caps. For additional details, refer to footnotes relating to “All Other Compensation” included with the Summary Compensation Table starting on page 49.58. Executive Severance:We have entered into severance agreements with each NEO. The severance agreements provide clarity for both the CompanyCorning and the executive if the executive’s employment terminates. By having an agreement in place, we avoid the uncertainty, negotiations and potential litigation that may otherwise occur in the event of termination. The agreements are competitive with market practices at many other large companies and are helpful in retaining senior executives. Additional details can be found under “Arrangements with Named Executive Officers” on page 63.67. Executive Change-in-Control Agreements:The Committee believes that it is in the best interests of shareholders, employees and the communities in which the CompanyCorning operates to ensure an orderly process if a change in control of the Company were to occur. The Committee also believes that it is important to prevent the loss of key management personnel (who would be difficult to replace) that may occur in connection with a potential or actual change in control of the Company. Wecontrol. Therefore, we have thus provided each NEO with a change-in-control agreementsagreement (separate from the severance agreements described above). The change-in-control agreements generally provide that an executive’s employment must be terminated or effectively terminated in connection with a change in control in order to receive severance benefits. Additional details about the specific agreements can be found under “Arrangements with Named Executive Officers”Officers – Change-in-Control Agreements” on page 63.69. In 2012, the Committee approved updated forms of agreements for all corporate officers entering into change-in-control agreements after July 2004, which contain no provision for gross-ups for excise taxes, and cap severance and other benefits at 2.99 times base salary plus target bonus, with cash severance for most officers limited to 2 times base salary plus target bonus. Except for Mr. Tripeny, whose agreement is dated January 1, 2015, our current NEOs have grandfathered agreements that were entered into prior to July 2004. 44     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Compensation Discussion & Analysis Compensation Peer Group Our peer group for compensation purposes is different from the group of companies with which our businesses compete. Corning is a diversified technology company with five reportable business segments. The majority of our businesses do not have peers that areU.S. public companies in the United States.company peers. Most of our businesses compete with non-U.S. companies in Asia and Europe, or privately heldprivately-held companies that do not provide comparable executive compensation disclosure. The majority of our key customers are non-U.S. companies or extremely large U.S. companies that would not be appropriate compensation peers for Corning. In attempting to identify peer companies for compensation purposes, Corning must look to globally diversified companies or innovation companies in other industries to find companiesorganizations of similar size and complexity (when viewed in terms of revenues, net income, market capitalization, assets and number of employees). For these reasons, our peer group for compensation purposes does not closely resemble the companies with which we compete for business. ● Our largest competitors and most relevant financial performance peers are not U.S. public companies. ● Corning must look to globally diversified companies or innovation companies in other industries to find companies of similar size and complexity. We currently participate in and use three generalseveral executive compensation surveys for NEO positions: Mercer Executive Survey,positions. Primary surveys are the Willis Towers Watson General Industry Executive Compensation Survey, the Equilar TrueValue Survey and Equilar TrueValue Survey. With respectAon Hewitt Total Compensation Measurement Survey for Executives. The surveys provide general market data for relevant positions in companies with revenues and market capitalization similar to Corning’s in both the threeTechnology industry and in general surveys, the identityindustry. 54      CORNING2019 PROXY STATEMENT Table of the individual companies comprising the survey data is not considered in our evaluation process. In addition to the three general surveys, we also use proxy data obtained from service providers, such as Equilar, to review compensation levels of NEOs at companies in a variety of manufacturing and service industries that are similar in size or have similar characteristics to Corning (theContents Compensation Discussion & Analysis 2018 Compensation Peer Group).Group Corning’s reported core net sales of $9.8 billion are median for revenues of ourThe Compensation Peer Group. Market capitalizationGroup in 2018 is also close to median compared withset forth below. It is the same as the Compensation Peer Group market capitalization. Corning’s net incomein 2017, except for Monsanto Company and total assetsPraxair, Inc., which were acquired during 2018 and are near or within the top quartileno longer included. Advanced Micro Devices, Inc. Cummins Inc. Medtronic, Inc. TE Connectivity Limited Agilent Technologies, Inc. Danaher Corporation Motorola Solutions, Inc. Texas Instruments Incorporated Applied Materials, Inc. Dover Corporation NetApp, Inc. Thermo Fisher Scientific, Inc. BorgWarner, Inc. Eaton Corporation PLC PPG Industries, Inc. Boston Scientific Corporation Harris Corporation QUALCOMM, Inc. Broadcom Corporation Juniper Networks, Inc. Rockwell Automation, Inc. The Company selects a fair and challenging Compensation Peer Group as a reference point when compared to the same measures ofsetting its executive compensation. The Company’s percentage ranking versus the Compensation Peer Group.Group is near to or well-above the median in all measured categories. Percent Rank, Corning versus Compensation Peer Group Percent Rank - Corning vs. Peer Group PERCENT RANK, CORNING VERSUS COMPENSATION PEER GROUP   Corning uses the Compensation Peer Group solely as a reference point, in combination with broader executive compensation surveys, to assess each NEO’s target total direct compensation (i.e., salary, target bonus, and the grant date fair value of long-term incentives). Our goal is to position our CEO’s target total direct compensation for our CEO within a competitive range of the Compensation Peer Group median. Median target total direct CEO compensation in the Compensation Peer Group was determined to be $10.8$12.9 million, and 75th percentile target total direct CEO compensation was $13.4$15.4 million, compared with Corning target total direct CEO compensation of $11.4$12.7 million. Beyond the CEO, external data serves as a reference point, with internal equity in relation to the CEOand individual performance and impact being a more important considerationconsiderations in establishing a base salary and target total direct compensation for the other NEOs. 2015 Compensation Peer Group Advanced Micro Devices, Inc. Cummins Inc. Medtronic, Inc. QUALCOMM, Inc. Agilent Technologies, Inc. Danaher Corporation Monsanto Company Rockwell Automation, Inc. Applied Materials, Inc. Dover Corporation Motorola Solutions, Inc. TE Connectivity Limited BorgWarner, Inc. Eaton Corporation PLC NetApp, Inc. Texas Instruments Incorporated Boston Scientific Corporation Harris Corporation PPG Industries, Inc. Thermo Fisher Scientific, Inc. Broadcom Corporation Juniper Networks, Inc. Praxair, Inc. CORNING INCORPORATED- 2016 Proxy Statement    45 Table of Contents Compensation Discussion & Analysis What’s New in 2016 Long Term Incentive – Return on Invested Capital (ROIC) Three-Year Performance Modifier We continue to believe profitability, cash generation and revenue growth are key drivers of how well we execute our strategy. However, beginning in 2016 we are revising our adjusted operating cash flow measure to include capital expenditures and adding a three-year ROIC modifier tied to our new strategy and capital allocation framework to our CPUs. In 2019, CPUs earned for the 3-year period 2016-2018 will be increased or decreased by up to 10% depending on the Company’s ROIC improvement over the three-year performance period (2016 through 2018) compared to a pre-established performance target. These changes support our new capital allocation framework, including efficient capital management, increasing our ROIC and investing in areas that will seek to encourage Company growth. Compensation Program – Other Governance Matters Role of Compensation Consultant Role of The Compensation Consultant The Committee has the authority to retain and terminate a compensation consultant, and to approve the consultant’s fees and all other terms of such engagement. Since 2014, the Committee has directly retained an executive compensation expert from Frederic W. Cook & Co., Inc. (FWC)(FW Cook) as its independent consultant. In 2015, FWC2018, FW Cook attended all Committee meetings. FWCFW Cook advises the Committee on all matters related to NEO and director compensation and assists the Committee in interpreting its data as well as data and recommendations received from the Company. In 2015,2018, the Company also engaged Compensation Advisory Partners LLC (CAP), Shearman and Sterling, LLP (S&S) andWillis Towers Watson (TW)(WTW) to assist management with various executive compensation matters. The Committee conducted an independence review of FWCFW Cook, CAP and each of CAP, S&S and TWWTW pursuant to SEC and NYSE rules, and concluded that the work of each firm for the CompanyCommittee did not raise any conflicts of interest concerns. FWCFW Cook provides no services to the CompanyCorning other than the services rendered to the Committee. Role of Executive Management in the Executive Compensation ProcessCORNING2019 PROXY STATEMENT      55 Table of Contents Compensation Discussion & Analysis Role of Executive Management in the Executive Compensation Process Corning’s executive vice president, People and Digital and senior vice president (SVP), Human Resources and SVP, Global Compensation and Benefits, working closely with other members of Corning’s Human Resources, LegalLaw and Finance departments, are responsible for designing and implementing executive compensation programs and discussing with the Committee significant proposals or topics impactingthat affect executive compensation at the Company with the Committee.Company. The SVP, Global Compensation and Benefits, formulates the targetedtarget total compensation recommendations for all of the NEOs (except the CEO) and reviews the recommendations for each of the other NEOs with the CEO. The NEOs do not recommend or suggest individual compensation actions that benefit them personally. The CEO may propose adjustments he deems appropriate prior to submissionbefore management’s recommendations are submitted to the Committee. Recommendations for the CEO’s compensation are prepared by the Committee’s independent compensation consultant (FW Cook) and are not discussed or reviewed with the CEO prior to the Committee’s review and the CEO is not present when thefor discussion of his compensation consultant reviews the CEO compensation recommendation withby the Committee. TheAfter the annual budget is finalized each year, the Committee receives management’s recommendations for the compensation plan performance metrics and sets the final targets for the year. The CFO historically has attendedtypically attends the annual Committee meeting to review the CD&A, and to attend those portionsattends that portion of the February Committee meetingsmeeting where performance metrics are reviewed. 46     CORNING INCORPORATED- 2016 Proxy Statement Table of ContentsClawback Policy Compensation Discussion & Analysis Compensation Risk Analysis In February 2016, the Committee reviewed the conclusions of a risk assessment of our compensation policies and practices covering all employees, which is conducted annually by a cross-functional team with representatives from Human Resources, Legal and Finance. The Committee evaluated the levels of risk-taking that potentially could be encouraged by our compensation arrangements, taking into account the arrangements’ risk-mitigation features, to determine whether they are appropriate in the context of our strategic plan and annual budget, our overall compensation arrangements, our compensation objectives and the Company’s overall risk profile. Identified risk-mitigation features included the following: ● The mix of cash and equity payouts tied to both short-term financial performance, mid-term financial performance and long-term value creation; ● The time vesting requirements in our long-term incentive plans, which help align the interests of employees to shareholders; ● The use of financial performance metrics that are readily monitored and reviewed; ● The rigorous budget and goal setting processes that involve both top-down and bottom-up analyses; ● The use of common performance metrics for incentives across Corning’s management team and all eligible employees with corporate results impacting the compensation of all Corning employees; ● Rigorous goal setting in our annual incentive plan that is intended to avoid imprudent risk-taking to achieving cliff goals; ● Capped payout levels for annual incentives, including sales commission plans and cash performance unit awards; ● Our robust stock ownership, clawback anti-hedging and anti-pledging policies for NEOs and other employees; and ● Multiple levels of review and approval of awards, including Committee approval of all officer compensation proposals. The Committee concluded that we have a balanced pay and performance executive compensation program that does not drive excessive financial risk-taking. We believe that Corning does not use compensation policies or practices that create risks that are reasonably likely to have a material adverse effect on the Company. Clawback Policy We have a policy that gives the Committee the sole and absolute discretion to make retroactive adjustments to any cash or equity-based incentive compensation paid to certain executive officers and other key employees whereif such payment was based upon the achievement of certain financial results that were subsequently the subject of a restatement. The Committee has discretion to seek recovery of any amount that it determines was received inappropriately by thesesuch individuals. Anti-Hedging Policy We have aAnti-Hedging Policy Our anti-hedging policy that prohibits any employee or directoremployees and directors from selling or buying publicly traded options on Corning stock, or trading in any Corning stock derivatives. Additionally, these individuals may not engage in transactions in which he or shethey may profit from short-term speculative swings in the value of Corning stock utilizing “short sales” or “put” or “call” options. Anti-Pledging Policy We have aAnti-Pledging Policy Our anti-pledging policy that prohibits any employee or directoremployees and directors from holding Corning stock in a margin account or pledging Company securities as collateral for a loan. CORNING INCORPORATED- 2016 Proxy Statement    47 TableTax Deductibility of ContentsCompensation Compensation Discussion & Analysis Tax Deductibility of Compensation In general,Historically, the Company intends to structure its performance based incentives to qualify as deductibleCommittee has made compensation decisions with an eye towards deductibility of performance-based compensation.pay under IRC Section 162(m). However, the Committee maintains Tax Cuts and Jobs Act of 2017 (“the flexibility to pay incentive compensation or other compensationTax Act”) that does not meetwas signed into law December 22, 2017 eliminated the requirements specified underexemption from Section 162(m) and is not deductible. The tax deductibility’s deduction limit for performance-based compensation, effective for taxable years beginning after December 31, 2017. Compensation paid to our covered officers in excess of other components of compensation, including base salaries above $1 million time-based restricted stock units and the taxable value of executive benefits and perquisites, is potentially limited under current tax rules. In addition,therefore will not be deductible unless it qualifies for other compensation elements, there can be no guarantee that performance-based compensation requirements for full deductibility will be met in all instances and, therefore, the tax deductibility of these amounts may also be limited.transition relief. Accounting Implications Accounting Implications In designing our compensation and benefit programs, we review the accounting implications of our decisions. We seek to deliver cost-effective compensation and benefit programs that meet both the needs of the Company and our employees. 56      CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis Compensation Committee Report The Compensation Committee of the Board of Directors (the Committee), which is composed entirely of independent directors, is responsible to the Board of Directors and our shareholders for the oversight and administration of executive compensation at Corning. The Committee approves the principles guiding the Company’s compensation philosophy, reviews and approves executive compensation levels (including cash compensation, equity incentives, benefits and perquisites for officers) and reports its actions to the Board of Directors for review and, as necessary, approval. The Committee is responsible for interpreting Corning’s executive compensation plans and programs. In the event of any questions or disputes, the Committee may use its judgment and/or discretion to make final administrative decisions regarding these plans and programs. It is our practice that all compensation decisions affecting a corporate officer must be reviewed and approved by the Committee. Additional details regarding the role and responsibilities of the Committee are defined in the Committee Charter, located in the Corporate Governance section of the Company’s website. The Committee has reviewed and discussed the foregoing CD&A with management. Based on our review and discussions with management, we recommended to the Board of Directors that the CD&A be included in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2015.2018. The Compensation Committee: Deborah D. Rieman,Chair Leslie A. Brun Richard T. Clark Kurt M. Landgraf Hansel E. Tookes II 48     CORNING INCORPORATED- 2016 Proxy Statement CORNING2019 PROXY STATEMENT      57 Table of Contents Compensation Discussion & Analysis 2018 Compensation Tables 2018 Summary Compensation Table 2015 Summary Compensation Table This table describes the total compensation paid to our NEOs for fiscal years 2015, 20142018, 2017 and 2013,2016, as required. The components of the total compensation are described in the footnotes below and in more detail in the tables and narratives that follow. For information on the role of each component of compensation, see the description under “Compensation Discussion and Analysis.” (a) (b) (c) (d) (e)(1) (f)(2) (g)(3) (h)(4) (i)(5) (j) Named Executive Officer     Year     Salary     Bonus     Stock Awards     Option Awards     Non-Equity Incentive Plan Compensation    Change in Pension Value And Nonqualified Deferred Compensation Earnings     All Other Compensation     Total       Wendell P. Weeks Chairman, Chief Executive Officer and President  2015 $ 1,353,096 $ 0 $  1,999,990 $  1,116,499    $  4,407,018         $  1,306,544         $  255,841       $  10,438,988     2014 1,261,923 0 1,750,004   1,037,315   3,991,718   4,346,119   647,382 13,034,461 2013 1,223,615   0 1,750,002 1,747,499 5,717,784 0 774,963 11,213,864 James B. Flaws Vice Chairman and Chief Financial Officer (retired) 2015 942,454 0 874,994 488,468 1,942,341 0 261,375 4,509,632 2014 948,923 1,500,000 (6) 875,002 518,653 1,979,218 1,648,692 222,897 7,693,385 2013 921,462 1,500,000 (6) 874,995 873,749 2,848,929 0 233,943 7,253,077 R. Tony Tripeny Senior Vice President and Chief Financial Officer 2015 434,135 0 387,494 146,542 650,617 0 75,299 1,694,087     James P. Clappin President, Corning Glass Technologies 2015 695,000 0 524,997 293,084 1,200,392 56,178 1,672,111 4,441,762 2014 641,692 0 710,592 296,377 1,137,400 1,423,940 1,848,935 6,058,936 Lawrence D. McRae Vice Chairman and Corporate Development Officer 2015 713,173 0 587,488 300,063 1,245,685 0 77,177 2,923,586 2014 647,615 0 1,131,792 296,377 1,137,400 1,901,017 64,591 5,178,793 2013 626,769 0 499,995 499,287 1,630,367 0 75,261 3,331,679 Kirk P. Gregg Executive Vice President and Chief Administrative Officer 2015 715,212 0 500,003 279,127 1,191,580 0 145,577 2,831,499 2014 668,231 0 499,992 296,377 1,156,210 1,480,993 130,274 4,232,077 2013 648,769 0 499,995 499,287 1,649,030 0 118,071 3,415,151 2018 Non-Equity Incentive Plan Compensation for each NEO, shown in the table below in column (f), is arrived at by adding together the relevant 2018 value in each of columns (A), (B), (C), (D), (X) and (Y) from the tables in Footnote 3 below. (a) (b) (c) (d)(1) (e)(2) (f)(3) (g)(4) (h)(5) (i) Named Executive Officer Year Salary ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value And Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Wendell P. Weeks     2018     $1,412,769     $2,250,004     $1,068,905     $9,496,910     $214,550     $477,933     $14,921,071 Chairman, Chief Executive 2017 1,370,971 2,062,503 1,154,705 9,240,173 2,680,783 359,440 16,868,575 Officer and President 2016 1,337,740 2,062,491 963,399 5,750,512 928,531 266,582 11,309,255 R. Tony Tripeny 2018 643,269 531,248 252,380 2,128,343 784,470 137,172 4,476,882 Executive Vice President and 2017 553,269 475,011 265,933 1,796,340 858,254 111,412 4,060,219 Chief Financial Officer 2016 504,808 349,991 163,480 916,406 214,950 126,222 2,275,857 James P. Clappin 2018 731,515 587,497 279,101 2,521,206 49,144 333,350 4,501,813 Executive Vice President, 2017 703,600 524,988 293,929 2,401,287 674,260 157,335 4,755,399 Corning Glass Technologies 2016 686,538 525,007 245,230 1,537,749 66,568 3,452,856 6,513,948 Lawrence D. McRae 2018 780,113 600,012 285,043 2,720,709 58,395 68,687 4,512,959 Vice Chairman and Corporate 2017 750,173 562,491 314,921 2,610,289 893,805 78,304 5,209,983 Development Officer 2016 731,971 562,505 262,737 1,633,734 90,676 83,329 3,364,952 David L. Morse 2018 677,465 562,494 267,225 2,444,561 444,224 149,850 4,545,819 Executive Vice President and 2017 646,683 524,988 293,929 2,321,182 1,154,083 115,809 5,056,674 Chief Technology Officer 2016 631,010 525,007 245,230 1,498,641 468,668 97,390 3,465,946 (1) The amounts in the Stock Awards column (e) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock units and restricted stock awards granted pursuant to the 2012 Long-Term Incentive Plan. In addition to our regular annual restricted stock unit grants, Mr. Tripeny and Mr. McRae received a special grant of 6,558 and 2,623 restricted shares, respectively, on July 15, 2015 to recognize their promotions to Chief Financial Officer and Vice Chairman, respectively.long term incentive plan. Assumptions used in the calculation of these amounts are included in Note 191 to the Company’s audited financial statements for the fiscal year ended December 31, 20152018 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2016.2019. This same method was used for the fiscal years ended December 31, 20142017 and 2013.2016. There can be no assurance that the grant date fair value amounts will ever be realized. Mr. Flaws’ 2015 RSU award is prorated for time worked in 2015 (eleven months) prior to his retirement. (2) The amounts in the Options Awards column (f) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of stock option awards granted pursuant to the 2012 Long-Term Incentive Plan.long term incentive plan. Assumptions used in the calculation of these amounts are included in Note 191 to the Company’s audited financial statements for the fiscal year ended December 31, 20152018 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2016.2019. The grant date fair value amounts may never be realized. CORNING INCORPORATED- 2016 Proxy Statement49 Table of Contents Compensation Discussion & Analysis (3) The amounts in the Non-Equity Incentive Plan Compensation column (g) reflect the sum of annual short term incentive payments and earned cash performance units. All of the annual cash bonuses paid to the NEOs are performance-based. Cash bonuses are paid annually through two plans: (i) GoalSharing; and (ii) the Performance Incentive Plan (PIP). Awards earned under the 20152018 GoalSharing plan were 5.69%6.41% of each NEO’s year-end base salary and paid in February 2016.2019. Awards earned under the 20152018 PIP were based on actual corporate performance compared to the coreCore EPS and core net sales goals established for the plans in February 2015.2018. Based on actual performance, each of the NEOs earned PIP awards equal to 67%126% of their annual target bonus opportunities (established as a percentage of year-end base salary). Cash awards earned under the PIP for 20152018 will be paid in March 2016. The following table indicates awards earned under the GoalSharing Plan and the PIP reflected in column (g) above:2019.   Named Executive Officer Year End Base Salary 2015 PIP Target Actual 2015 PIP Performance Results (% Tgt.) 2015 PIP $ Award       Actual 2015 GoalSharing Performance       2015 GoalSharing Award   Wendell P. Weeks           $     1,325,000             150%         67%         $     1,331,625    5.69%      $     75,393           James B. Flaws* 993,000 90% 67% 548,881 5.69% 51,793   R. Tony Tripeny 500,000 63% 67% 212,167 5.69% 28,450   James P. Clappin 680,000 75% 67% 341,700 5.69% 38,692   Lawrence D. McRae 725,000 77% 67% 374,432 5.69% 41,253   Kirk P. Gregg 700,000 75% 67% 351,750 5.69% 39,830 *     58 Mr. Flaws’ 2015 PIP and 2015 GoalSharing awards were pro-rated for time worked in 2015 (eleven of twelve months). In addition to the 2015 PIP award and 2015 GoalSharing award noted above, the amounts in column (g) also reflect the earned portion of CPU Awards granted in 2015 and 2014 as long-term incentives which were based on 2015 performance. 2015 CPU awards are based on actual corporate performance compared to the established performance goals averaged over three years (2015, 2016 and 2017). 2014 CPU Awards are based on actual corporate performance compared to the established performance goals averaged over three years (2014, 2015 and 2016). The metrics for 2015 were adjusted operating cash flow (70%) and core net sales (30%). Targets for 2015 were established in February 2015 and targets for 2016 and 2017 are yet to be established. While the final CPU earned award amount for both 2015 and 2014 is unknown, the table below reflects the target amount of 2014 and 2015 CPUs and the portion of the awards earned based on 2015 performance, which are reflected in column (g) above.     CORNING2019 PROXY STATEMENT   Named Executive Officer 2015 CPU Target Award 2015 CPU Performance Results Prorated Earned 2015 CPU Award Based on 2015 Performance (Year One of Three) 2014 CPU Target Amount Prorated Earned 2014 CPU Award Based on 2015 Performance (Year Two of Three)   Wendell P. Weeks       $     4,800,000       100%             $     1,600,000                 $     4,200,000                 $     1,400,000            James B. Flaws* 2,100,000 100% 641,667 2,100,000 700,000   R. Tony Tripeny 630,000 100% 210,000 600,000 200,000   James P. Clappin 1,260,000 100% 420,000 1,200,000 400,000   Lawrence D. McRae 1,290,000 100% 430,000 1,200,000 400,000   Kirk P. Gregg 1,200,000 100% 400,000 1,200,000 400,000 *      Mr. Flaws’ 2015 CPU earned award will be pro-rated for time worked in 2015 (eleven of twelve months) and paid out in February 2018 after the final average performance is known. 50     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Compensation Discussion & Analysis Named Executive Officer       Year End Base Salary       2018 PIP Target %       Actual 2018 PIP Performance Results (% Tgt.)       (X) 2018 PIP $ Award       Actual 2018 GoalSharing Performance %       (Y) 2018 GoalSharing $ Award Wendell P. Weeks $1,435,200 150% 126% $2,712,528 6.41% $91,996 R. Tony Tripeny 690,000 80% 126% 695,520 6.41% 44,229 James P. Clappin 750,000 80% 126% 756,000 6.41% 48,075 Lawrence D. McRae 800,000 85% 126% 856,800 6.41% 51,280 David L. Morse 700,000 80% 126% 705,600 6.41% 44,870 In addition to the 2018 PIP and 2018 GoalSharing awards noted above, the amounts in column (f) also reflect the earned portions of CPU Awards granted in 2018, 2017 and 2016 on the basis of 2018 performance against established measures. 2018 CPU award payouts will be made in 2021 based on actual corporate performance compared to the established performance goals averaged over three years (2018, 2019 and 2020) and subject to the ROIC modifier as described on page 48. 2017 and 2016 CPU award payouts are based on performance goals averaged over three years (2017, 2018 and 2019) and (2016, 2017 and 2018) respectively and are also subject to the ROIC modifier. Adjusted operating cash flow, capex and core net sales goals for 2019 and 2020 are yet to be established. While the final payout amounts for 2018 and 2017 CPU awards are unknown, the table below reflects the earned amount of 2018, 2017 and 2016 CPU awards which are reflected in the “Non-Equity Incentive Plan Compensation” column above, on the basis of 2018 performance metrics which excludes the portion of the 2018 award that remains unearned because ROIC performance against targets (2018-2020) are not yet known and the portion of 2017 award that remains unearned because ROIC performance against targets (2017-2019) are not yet known. The 3-year ROIC modifier for the period 2016-2018 was +4.74%. The summary compensation table includes an adjustment for 2016 CPUs as shown in the table below as a result of this modifier. Named Executive Officer 2018 LTI Target 2018 CPU Target Award ($) 2018 CPU Performance Results % (A) Prorated Earned 2018 CPU Award Based on 2018 Performance (Year One of Three) ($)* 2017 CPU Target Award ($) (B) Prorated Earned 2017 CPU Award Based on 2018 Performance (Year Two of Three) ($)* 2016 CPU Target Amount (C) Prorated Earned 2016 CPU Award Based on 2018 Performance (Year Three of Three)* ($) (D) Prorated Earned 2016 CPU Award Based on True-up of 2016 - 2018 Performance and ROIC Modifier** ($) Wendell P. Weeks $9,000,000 $5,400,000 128% $2,073,600 $4,950,000 $1,900,800 $4,950,000 $1,900,800 $817,186 R. Tony Tripeny 2,125,000 1,275,000 128% 489,600 1,140,000 437,760 840,000 322,560 138,674 James P. Clappin 2,350,000 1,410,000 128% 541,440 1,260,000 483,840 1,260,000 483,840 208,011 Lawrence D. McRae 2,400,000 1,440,000 128% 552,960 1,350,000 518,400 1,350,000 518,400 222,869 David L. Morse 2,250,000 1,350,000 128% 518,400 1,260,000 483,840 1,260,000 483,840 208,011 (4)     * reduced by 10% to accommodate the ROIC modifier result which is not known until the end of the 3-year performance period. These amounts get trued-up and reported in the third and final year of each 3-year performance period. ** 2016 CPUs earned as a result of the true-up of final performance under the 3-year plan as well as the ROIC modifier of +4.74% based on 2016-2018 ROIC improvement against pre-established objectives (4) The amounts in the “Change in Pension Value And Nonqualified Deferred Compensation Earnings” column (h) reflect the increase in the actuarial present value of the NEO’s benefits under all defined benefit pension plans established by the Company determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Although the “Change in Pension Value And Nonqualified Deferred Compensation Earnings” column (h) is also used to report the amount of above market earnings on compensation that is deferred under the nonqualified deferred compensation plans,plan, Corning does not have any above market earnings under its nonqualified deferred compensation plan, also referred to as the Supplemental Investment Plan. In 2015,2018 the discount rate used to value the actuarial liability increased 25approximately 69 basis points from approximately 4.00%3.6% to 4.25%, resulting in a decrease in the pension values of Messrs. Flaws, Tripeny, McRae and Gregg in the amounts of -2,008,539, -76,753, -109,531 and -603,200, respectively.4.29%. Discount rate changes over the past several years have resulted in significant year-to-year fluctuations in the present value of pension benefits as shown below: Named Executive Officer       2015 Present Value in Pension Benefits       2014 Present Value in Pension Benefits       2013 Present Value in Pension Benefits       2012 Present Value in Pension Benefits          2018 Present Value in Pension Benefits ($)              2017 Present Value in Pension Benefits ($)              2016 Present Value in Pension Benefits ($)       2015 Present Value in Pension Benefits ($) Wendell P. Weeks        $     23,878,906           $     22,572,362           $     18,226,243        $     19,866,606        $27,702,770 $27,488,220 $24,807,437 $23,878,906 James B. Flaws 18,824,974 20,833,513 19,184,821 21,303,404 R. Tony Tripeny 5,116,890 -----------------------------------------Not an NEO---------------------------------- 6,974,564 6,190,094 5,331,840 5,116,890 James P. Clappin 8,690,064 8,633,886 ------------------------ Not an NEO--------------------- 9,480,036 9,430,892 8,756,632 8,690,064 Lawrence D. McRae 9,392,418 9,501,949 7,600,932 8,018,800 10,435,294 10,376,899 9,483,094 9,392,418 Kirk P. Gregg 10,663,246 11,266,446 9,785,453 10,666,897 David L. Morse 10,016,059 9,571,835 8,417,752 -------Not an NEO-------- Valuation Discount Rate 4.25% 4.00% 4.75% 3.75% 4.29% 3.60% 4.02% 4.25% (5)     CORNING2019 PROXY STATEMENT      59 Table of Contents Compensation Discussion & Analysis (5) The following table shows “All Other Compensation” amounts provided to the NEOs. Capped personal aircraft usage,rights, financial counseling services and home security are the only perquisites offered to the NEOs. The value of the personal aircraft rights in the table below reflects the incremental cost of providing such perquisites and is calculated based on the average variable operating costs to the Company. Hourly rates are developed using variable operating costs that include fuel costs, mileage, maintenance, crew travel expense, catering and other miscellaneous variable costs. Fixed costs that do not change based on usage, such as pilot salaries, hangerhangar expense and general taxes and insurance are excluded. Named Executive Officer    Year    Company Match on Qualified 401(k)  Plan Company Match on Supplemental Investment Plan Value of Personal Aircraft Rights(i) Value of Home Security Costs and Financial Counseling(ii) Expatriate Benefits Other(iii) TOTALS     Year     Company Match on Qualified 401(k) Plan     Company Match on Supplemental Investment Plan     Value of Personal Aircraft Rights(i)     Value of Home Security Costs and Financial Counseling(ii)     Expatriate Benefits     Other(iii)     TOTALS Wendell P. Weeks 2015   $     9,880      $     73,674    $     83,804      $     80,639 (iv)      $     0      $     7,844         $     255,841      2018 $16,227 $77,320 $195,485      $179,746 (iv)  $0 $9,155 $477,933 2014 9,468 185,953 62,221 384,422 (iv) 0 5,319 647,382 2017 14,603 75,028 94,117 165,921 (iv)  0 9,771 359,440 2013 9,468 200,144 56,143 502,938 (iv) 0 6,270 774,963 2016 9,880 73,165 56,893 109,520 (iv)  0 17,124 266,582 James B. Flaws 2015 14,820 113,055 101,084 12,776 0 19,640 261,375 R. Tony Tripeny 2018 4,900 54,092 17,758 47,219 0 13,203 137,172 2014 14,203 102,527 86,877 11,472 0 7,819 222,897 2017 4,800 30,685 14,138 50,859 0 10,930 111,412 2013 14,203 108,853 91,592 11,472 0 7,823 233,943 2016 4,800 25,017 4,303 80,030 0 12,072 126,222 R. Tony Tripeny 2015 4,800 24,154 4,553 40,250 0 1,542 75,299 James P. Clappin 2015 7,410 75,854 52,796 342 1,525,614 (v) 10,095 1,672,111 2018 16,810 89,499 53,820 18,680 132,122 (v)  22,419 333,350 2017 7,410 65,894 49,039 23,461 0 11,531 157,335 2014 7,101 60,889 43,097 0 1,720,103 (v) 17,745 1,848,935 2016 7,410 58,473 54,708 17,791 3,311,896 (v)  2,578 3,452,856 Lawrence D. McRae 2015 16,364 0 45,693 14,776 0 344 77,177 2018 16,981 0 47,673 3,620 0 413 68,687 2014 16,055 0 36,745 11,472 0 319 64,591 2017 16,673 0 58,055 3,231 0 345 78,304 2013 15,746 0 47,719 11,472 0 324 75,261 2016 16,364 0 59,489 6,781 0 695 83,329 Kirk P. Gregg 2015 10,600 26,888 69,029 27,776 0 11,284 145,577 David L. Morse 2018 15,129 82,896 29,369 10,708 0 11,748 149,850 2014 10,222 38,868 69,393 11,472 0 319 130,274 2017 14,820 52,554 24,588 12,052 0 11,795 115,809 2013 10,200 41,161 54,913 11,472 0 324 118,071 2016 14,820 45,734 20,080 12,389 0 4,367 97,390 (i)  In 2015, Amounts shown above reflect aircraft usage was trackedover the calendar 2018 although the executive allowance runs from DecemberNovember 1 through October 30. Mr. Weeks’ use of Corning aircraft for travel to November 30.external board meetings is also included. (ii) Beginning in October 2015, NEOs may use their executive allowance for residential security orand financial counseling services. Overall allowance maximums were not adjusted with this program change. Messrs. Tripeny, McRae and Gregg used a portion of their 2015 allowance for financial planning and these amounts of $40,250, $2,000 and $15,000, respectively, are included in this column. (iii) These amounts include costs attributable to executive physicals, including associated travel costs, an annual Board gift, and contributions made under the Corning Incorporated Foundation Matching GiftGifts Program. (iv) (iv)      This reflects Company-paid expenses relating to personal and residential security benefitting Mr. Weeks and, through association, his family. Beginning late in 2014, these costs declined significantly from the levels of prior years. Mr. Weeks’ personal safety and security are of vital importance to the Company’s business and prospects, and the Board considers these costs and the associated expense reduction program to be appropriate. However, because these costs can be viewed as conveying a personal benefit to Mr. Weeks, they are reported as perquisites in this column. (v) This reflects expenses pursuant to our standard global mobility program in connection with Mr. Clappin’s assignment in Tokyo, Japan as President, Corning Glass Technologies. Amounts listed for 2015 include standard expatriate benefits relatedMr. Clappin repatriated back to housing related costs ($184,382), costthe US in July 2016. Given the length of living related allowances ($93,358), home leave ($32,496), as well as tax equalization and host countryhis assignment, trailing foreign tax payments ($1,215,379). Tax equalization expenses arise from additional taxes payable in respectare possible based on the allocation of Mr. Clappin’slong-term incentive compensation as a result of his residency in Japan as well as U.S. taxation. The policies in our global mobility program are designed to enable us to relocate talent where needed throughout our global business.appropriate tax jurisdictions. (6)     60 Mr. Flaws was paid a retention payment of $1.5 million in each of 2013 and 2014 for his agreement to stay at the Company past his anticipated retirement date to allow for staggered NEO retirements and successions.     CORNING2019 PROXY STATEMENT CORNING INCORPORATED- 2016 Proxy Statement     51 Table of Contents Compensation Discussion & Analysis 2015 Grants of Plan Based Awards Estimated Future Payouts Under Non-Equity Incentive Plan Awards (a) (b) (c) (d)(1) (e)(1) (f)(1) (g) (h) (i) (j) (k)   Named   Executive   Officer Award Grant Date Date of Committee Action Threshold     Target Maximum All Other Stock Awards: Number of Shares of Stock or Units All Other Option Awards: Number of Securities Underlying Options Exercise or Base Price of Option Awards    Closing Market Price on Date of Grant Grant Date Fair Value of Stock and Option Awards   Wendell P.         Performance                                                                                     Weeks  Incentive Plan n/a $  0   $   1,987,500 $   3,975,000  GoalSharing Plan n/a 0 66,250 132,500  Cash Performance  Units 2/4/15 2/4/15 0 4,800,000 7,200,000  Time-Based  Restricted Stock  Units 3/31/15 2/4/15 88,183 22.68 $   1,999,990 (2)  Stock Options 3/31/15 2/4/15 44,092 22.68 22.68 $ 383,103 (3)  Stock Options 4/30/15 2/4/15 47,778 20.93 20.93 $ 366,698 (3)  Stock Options 5/29/15 2/4/15 47,801 20.92 20.92 $ 366,699 (3)   James B.  Performance   Flaws  Incentive Plan n/a 0 893,700 1,787,400  GoalSharing Plan n/a 0 49,650 99,300  Cash Performance  Units 2/4/15 2/4/15 0 2,100,000 3,150,000  Time-Based     Restricted Stock  Units 3/31/15 2/4/15 38,580 22.68 874,994 (2)  Stock Options 3/31/15 2/4/15 19,290 22.68 22.68 167,605 (3)  Stock Options 4/30/15 2/4/15 20,903 20.93 20.93 160,431 (3)  Stock Options 5/29/15 2/4/15 20,913 20.92 20.92 160,431 (3)   R. Tony  Performance   Tripeny  Incentive Plan n/a 0 316,667 633,333  GoalSharing Plan n/a 0 25,000 50,000  Cash Performance  Units 2/4/15 2/4/15 0 630,000 945,000  Time-Based  Restricted Stock  Awards 7/15/15 7/15/15 6,558 19.06 124,995 (4)  Time-Based  Restricted Stock  Units 3/31/15 2/4/15 11,574 22.68 262,498 (2)  Stock Options 3/31/15 2/4/15 5,787 22.68 22.68 50,282 (3)  Stock Options 4/30/15 2/4/15 6,271 20.93 20.93 48,130 (3)  Stock Options 5/29/15 2/4/15 6,274 20.92 20.92 48,130 (3)   James P.  Performance   Clappin  Incentive Plan n/a 0 510,000 1,020,000  GoalSharing Plan n/a 0 34,000 68,000  Cash Performance  Units 2/4/15 2/4/15 0 1,260,000 1,890,000  Time-Based  Restricted Stock  Units 3/31/15 2/4/15 23,148 22.68 524,997 (2)  Stock Options 3/31/15 2/4/15 11,574 22.68 22.68 100,563 (3)  Stock Options 4/30/15 2/4/15 12,542 20.93 20.93 96,260 (3)  Stock Options 5/29/15 2/4/15 12,548 20.92 20.92 96,260 (3) 52     CORNING INCORPORATED- 2016 Proxy Statement Table2018 Grants of ContentsPlan Based Awards Compensation Discussion & Analysis Estimated Future Payouts Under Non-Equity Incentive Plan Awards (a) (b) (c) (d)(1) (e)(1) (f)(1) (g) (h) (i)      (j) (k)      Named   Executive   Officer Award Grant Date Date of Committee Action Threshold     Target Maximum All Other Stock Awards: Number of Shares of Stock or Units All Other Option Awards: Number of Securities Underlying Options Exercise or Base Price of Option Awards    Closing Market Price on Date of Grant Grant Date Fair Value of Stock and Option Awards     Lawrence D.         Performance                                                                             McRae  Incentive Plan n/a 0 $    558,854 $   1,117,708  GoalSharing Plan n/a 0 36,250 72,500  Cash Performance  Units 2/4/15 2/4/15 0 1,290,000 1,935,000  Time-Based  Restricted Stock    Awards 7/15/15 7/15/15 2,623 19.06    49,994 (4)  Time-Based  Restricted Stock  Units 3/31/15 2/4/15 23,699 22.68 537,493 (2)  Stock Options 3/31/15 2/4/15 11,850 22.68 22.68 102,961 (3)  Stock Options 4/30/15 2/4/15 12,840 20.93 20.93 98,547 (3)  Stock Options 5/29/15 2/4/15 12,847 20.92 20.92 98,554 (3)   Kirk P. Gregg  Performance  Incentive Plan n/a 0 $  525,000 $  1,050,000  GoalSharing Plan n/a 0 35,000 70,000  Cash Performance  Units 2/4/15 2/4/15 0 1,200,000 1,800,000  Time-Based  Restricted Stock  Units 3/31/15 2/4/15 22,046 22.68        500,003 (2)  Stock Options 3/31/15 2/4/15 11,023 22.68 22.68 95,776 (3)  Stock Options 4/30/15 2/4/15 11,945 20.93 20.93 91,678 (3)  Stock Options 5/29/15 2/4/15 11,950 20.92 20.92 91,673 (3) Estimated Future Payouts Under Non-Equity Incentive Plan Awards Named Executive Officer Award Grant Date Date of Committee Action   Threshold(1) ($) Target(1) ($) Maximum(1) ($)   All Other Stock Awards: Number of Shares of Stock or Units (#) All Other Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/Sh) Closing Market Price on Date of Grant Grant Date Fair Value of Stock and Option Awards Wendell P. Performance Weeks Incentive Plan n/a $0 $2,152,800 $4,305,600 GoalSharing Plan n/a 0 71,760 143,520 Cash Performance Units 2/6/18 2/6/18 0 5,400,000 8,910,000 Time-Based Restricted Stock Units 4/2/18 2/6/18 83,241 27.03 $2,250,004(2) Stock Options 4/2/18 2/6/18 149,849 27.03 27.03 1,068,905(3) R. Tony Performance Tripeny Incentive Plan n/a 0 552,000 1,104,000 GoalSharing Plan n/a 0 34,500 69,000 Cash Performance Units 2/6/18 2/6/18 0 1,275,000 2,103,750 Time-Based Restricted Stock Units 4/2/18 2/6/18 19,654 27.03 531,248(2) Stock Options 4/2/18 2/6/18 35,381 27.03 27.03 252,380(3) James P. Performance Clappin Incentive Plan n/a 0 600,000 1,200,000 GoalSharing Plan n/a 0 37,500 75,000 Cash Performance Units 2/6/18 2/6/18 0 1,410,000 2,326,500 Time-Based Restricted Stock Units 4/2/18 2/6/18 21,735 27.03 587,497(2) Stock Options 4/2/18 2/6/18 39,127 27.03 27.03 279,101(3) Lawrence D. Performance McRae Incentive Plan n/a 0 680,000 1,360,000 GoalSharing Plan n/a 0 40,000 80,000 Cash Performance Units 2/6/18 2/6/18 0 1,440,000 2,376,000 Time-Based Restricted Stock Units 4/2/18 2/6/18 22,198 27.03 600,012(2) Stock Options 4/2/18 2/6/18 39,960 27.03 27.03 285,043(3) David L. Performance Morse Incentive Plan n/a 0 560,000 1,120,000 GoalSharing Plan n/a 0 35,000 70,000 Cash Performance Units 2/6/18 2/6/18 0 1,350,000 2,227,500 Time-Based Restricted Stock Units 4/2/18 2/6/18 20,810 27.03 562,494(2) Stock Options 4/2/18 2/6/18 37,462 27.03 27.03 267,225(3) (1) The amounts shown in columns (d), (e) and (f) reflect the award amounts under (i) the Company’s 20152018 Performance Incentive Plan (PIP) (ii) 20152018 GoalSharing Plan and (iii) the Cash Performance Units granted in 2015 as long-term incentives.under the Company’s 2012 Long-Term Incentive Plan. Awards under these plans are paid in cash. If the threshold level of performance is not met the payout will be 0%. If the performance target level of performance is met, the payout is 100% of the target award. If the maximum level of performance is met for GoalSharing and PIP, the payout is 200% of the target award and 150%165% for CPUs. These payouts incorporate the 150% performance metrics cap plus the maximum 10% ROIC modifier. PIP and GoalSharing awards are based on the individual’s 20152018 bonus target and year-end base salary, and actual performance results.salary. Actual awards earned for CPUs are based on average performance against established metrics over three performance years (2015, 2016, 2017)(2018, 2019, 2020), adjusted up or down by up to 10% based on ROIC results versus the pre-established goal for the three-year period, and will be payable in February 2018.2021. (2) This amount reflects These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of stock awards granted in 2015 as long-term incentives,calendar year 2018 pursuant to the Company’s 2012 Long-Term Incentive Plan and after considering footnote (4) below, correspondscorrespond to the amounts set forth in the “Stock Awards” column (e) for 2015 of the 2018 Summary Compensation Table. Stock awards vest 100% three years after grant date. (3) These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of stock options granted in 2015 as long-term incentives,calendar year 2018 pursuant to the Company’s 2012 Long-Term Incentive Plan and correspondscorrespond to the amounts set forth in the “Option Awards” column (f) for 2015 of the 2018 Summary Compensation Table. Stock options vest 100% three years after grant date. (4) Mr. Tripeny and Mr. McRae each received a special grant of restricted stock on July 15, 2015 to recognize their promotions to Chief Financial Officer and Vice Chairman, respectively, which will vest 100% three years after grant date. CORNING INCORPORATED- 2016 Proxy Statement    53 CORNING2019 PROXY STATEMENT      61 Table of Contents Compensation Discussion & Analysis Outstanding Equity Awards at 2018 Fiscal Year-End Outstanding Equity Awards at 2015 Fiscal Year-End The following table shows stock option awards classified as exercisable and unexercisable as of December 31, 2015.2018. The table also shows unvested restricted stock and restricted stock unit awards assuming a market value of $18.28$30.21 a share (the NYSE closing price of the Company’s stock on December 31, 2015)2018). Option Awards Stock Awards    (a) (b) (c) (d) (e) (f)(2) (g)(3) Named Executive Officer      Grant Date    Vesting Code(1)    Number of Securities Underlying Unexercised Options Exercisable    Number of Securities Underlying Unexercised Options Unexercisable    Option Exercise Price    Option Expiration Date    Number of Shares or Units of Stock That Have Not Vested    Market Value of Shares or Units of Stock That Have Not Vested Wendell P. Weeks    02/01/06 C             80,750                       0                   24.72   1/31/2016         294,279               $    5,379,420          12/06/06 A 136,500 0 21.89   12/5/2016 01/02/07 B 68,250     0 18.85 1/1/2017 02/01/07 C 68,250 0 20.86 1/31/2017 12/05/07 A 153,500 0 24.92 12/4/2017 01/02/08 B 76,750 0 23.37 1/1/2018 02/01/08 C 76,750 0 24.61 1/31/2018 12/02/09 D 65,333 0 17.82 12/2/2019 01/04/10 D 65,333 0 19.56 1/4/2020 02/01/10 D 65,334 0 18.16 2/1/2020 01/03/11 D 67,551 0 19.19 1/3/2021 02/01/11 D 57,131 0 22.69 2/1/2021 03/01/11 D 58,842 0 22.03 3/1/2021 01/03/12 C 111,835 0 13.04 1/3/2022 02/01/12 C 113,049 0 12.90 2/1/2022 03/01/12 C 112,439 0 12.97 3/1/2022 03/28/13 C 0 125,031 13.33 3/28/2023 04/30/13 C 0 114,943 14.50 4/30/2023 05/31/13 C 0 108,436 15.37 5/31/2023 03/31/14 C 0 42,027 20.82 3/31/2024 04/30/14 C 0 41,846 20.91 4/30/2024 05/30/14 C 0 41,080 21.30 5/30/2024 03/31/15 C 0 44,092 22.68 3/31/2025 04/30/15 C 0 47,778 20.93 4/30/2025 05/29/15 C 0 47,801 20.92 5/29/2025 Total 1,377,597 613,034 Option Awards Stock Awards Named Executive Officer    Grant Date    Vesting Code(1)    Number of Securities Underlying Unexercised Options Exercisable (#)    Number of Securities Underlying Unexercised Options Unexercisable (#)    Option Exercise Price ($)    Option Expiration Date    Number of Shares or Units of Stock That Have Not Vested (#)(2)    Market Value of Shares or Units of Stock That Have Not Vested ($)(3) Wendell P. 04/30/13 A 114,943 0 14.50 4/30/2023 249,780 $7,545,854 Weeks 05/31/13 A 108,436 0 15.37 5/31/2023 03/31/14 A 42,027 0 20.82 3/31/2024 04/30/14 A 41,846 0 20.91 4/30/2024 05/30/14 A 41,080 0 21.30 5/30/2024 03/31/15 A 44,092 0 22.68 3/31/2025 04/30/15 A 47,778 0 20.93 4/30/2025 05/29/15 A 47,801 0 20.92 5/29/2025 03/31/16 A 0 49,366 20.89 3/31/2026 04/29/16 A 0 55,236 18.67 4/29/2026 05/31/16 A 0 49,366 20.89 5/31/2026 03/31/17 A 0 137,514 27.00 3/31/2027 04/02/18 A 0 149,849 27.03 4/2/2028 Total 488,003 441,331 R. Tony Tripeny 02/01/12 A 7,229 0 12.90 2/1/2022 51,999 $1,570,890 03/01/12 A 14,456 0 12.97 3/1/2022 03/28/13 A 16,075 0 13.33 3/28/2023 04/30/13 A 14,778 0 14.50 4/30/2023 05/31/13 A 13,942 0 15.37 5/31/2023 03/31/14 A 6,004 0 20.82 3/31/2024 04/30/14 A 5,978 0 20.91 4/30/2024 05/30/14 A 5,869 0 21.30 5/30/2024 03/31/15 A 5,787 0 22.68 3/31/2025 04/30/15 A 6,271 0 20.93 4/30/2025 05/29/15 A 6,274 0 20.92 5/29/2025 03/31/16 A 0 8,377 20.89 3/31/2026 04/29/16 A 0 9,373 18.67 4/29/2026 05/31/16 A 0 8,377 20.89 5/31/2026 03/31/17 A 0 31,670 27.00 3/31/2027 04/02/18 A 0 35,381 27.03 4/2/2028 Total 102,663 93,178 James P. 03/31/15 A 11,574 0 22.68 3/31/2025 63,815 $1,927,851 Clappin 04/30/15 A 12,542 0 20.93 4/30/2025 05/29/15 A 12,548 0 20.92 5/29/2025 03/31/16 A 0 12,566 20.89 3/31/2026 04/29/16 A 0 14,060 18.67 4/29/2026 05/31/16 A 0 12,566 20.89 5/31/2026 03/31/17 A 0 35,004 27.00 3/31/2027 04/02/18 A 0 39,127 27.03 4/2/2028 Total 36,664 113,323 54     CORNING INCORPORATED- 2016 Proxy Statement 62      CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis    Option Awards Stock Awards (a) (b) (c) (d) (e) (f)(2) (g)(3)   Named Executive Officer       Grant Date     Vesting Code(1)     Number of Securities Underlying Unexercised Options Exercisable     Number of Securities Underlying Unexercised Options Unexercisable     Option Exercise Price     Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested     Market Value of Shares or Units of Stock That Have Not Vested James B. Flaws    02/01/06 C             38,500                        0                  24.72 1/31/2016 0 (4)     $              0    12/05/07 A 72,000 0 24.92         12/4/2017                      01/02/08 B   36,000 0 23.37 1/1/2018 02/01/08 C 36,000 0 24.61 1/31/2018   01/03/11 D 30,880 0 19.19 1/3/2021 02/01/11 D 26,117 0 22.69 2/1/2021 03/01/11 D 26,899 0 22.03 3/1/2021 03/01/12 C 56,219 0 12.97 3/1/2022 03/28/13 C 0 62,516 13.33 3/28/2023 04/30/13 C 0 57,471 14.50 4/30/2023 05/31/13 C 0   54,218 15.37 5/31/2023 03/31/14 C 0 21,013 20.82 3/31/2024 04/30/14 C 0 20,923 20.91 4/30/2024 05/30/14 C 0 20,540 21.30 5/30/2024 03/31/15 C 0 19,290 22.68 3/31/2025 04/30/15 C 0 20,903 20.93 4/30/2025 05/29/15 C 0 20,913 20.92 5/29/2025 Total 322,615 297,787 CORNING INCORPORATED- 2016 Proxy Statement    55 Option Awards Stock Awards Named Executive Officer    Grant Date    Vesting Code(1)    Number of Securities Underlying Unexercised Options Exercisable (#)    Number of Securities Underlying Unexercised Options Unexercisable (#)    Option Exercise Price ($)    Option Expiration Date    Number of Shares or Units of Stock That Have Not Vested (#)(2)    Market Value of Shares or Units of Stock That Have Not Vested ($)(3) Lawrence D. 01/03/11 B 16,888 0 19.19 1/3/2021 67,402 $2,036,214 McRae 02/01/11 B 14,283 0 22.69 2/1/2021 03/01/11 B 14,711 0 22.03 3/1/2021 04/30/13 A 12,841 0 14.50 4/30/2023 05/31/13 A 30,982 0 15.37 5/31/2023 03/31/14 A 12,008 0 20.82 3/31/2024 04/30/14 A 11,956 0 20.91 4/30/2024 05/30/14 A 11,737 0 21.30 5/30/2024 03/31/15 A 11,850 0 22.68 3/31/2025 04/30/15 A 12,840 0 20.93 4/30/2025 05/29/15 A 12,847 0 20.92 5/29/2025 03/31/16 A 0 13,463 20.89 3/31/2026 04/29/16 A 0 15,064 18.67 4/29/2026 05/31/16 A 0 13,463 20.89 5/31/2026 03/31/17 A 0 37,504 27.00 3/31/2027 04/02/18 A 0 39,960 27.03 4/2/2028 Total 162,943 119,454 David L. Morse 03/31/14 A 12,008 0 20.82 3/31/2024 62,863 $1,899,091 04/30/14 A 11,956 0 20.91 4/30/2024 05/30/14 A 11,737 0 21.30 5/30/2024 03/31/15 A 11,574 0 22.68 3/31/2025 04/30/15 A 12,542 0 20.93 4/30/2025 05/29/15 A 12,548 0 20.92 5/29/2025 03/31/16 A 0 12,566 20.89 3/31/2026 04/29/16 A 0 14,060 18.67 4/29/2026 05/31/16 A 0 12,566 20.89 5/31/2026 03/31/17 A 0 35,004 27.00 3/31/2027 04/02/18 A 0 37,462 27.03 4/2/2028 Total 72,365 111,658 Table of Contents Compensation Discussion & Analysis    Option Awards Stock Awards   (a) (b) (c) (d) (e) (f)(2) (g)(3)     Named Executive Officer       Grant Date     Vesting Code(1)     Number of Securities Underlying Unexercised Options Exercisable     Number of Securities Underlying Unexercised Options Unexercisable     Option Exercise Price     Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested      Market Value of Shares or Units of Stock That Have Not Vested   R. Tony Tripeny    02/01/06 C             8,000                         0             24.72 1/31/2016          45,640             $           834,299       12/06/06 A 15,000 0 21.89 12/5/2016   01/02/07 B 7,500 0 18.85 1/1/2017 02/01/07 C 7,500 0 20.86 1/31/2017 12/05/07 A 16,500 0 24.92 12/4/2017 01/02/08 B 8,250 0 23.37 1/1/2018 02/01/08 C 8,250 0 24.61 1/31/2018 12/03/08 D 32,666 0 8.67 12/2/2018 01/02/09 D 32,667 0 10.05 1/1/2019 02/02/09 D 32,667 0 10.25 2/1/2019 12/02/09 D 8,333 0 17.82 12/2/2019 01/04/10 D 8,333 0 19.56 1/4/2020 02/01/10 D 8,334 0 18.16 2/1/2020 01/03/11 D 7,720 0 19.19 1/3/2021 02/01/11 D 6,529 0 22.69 2/1/2021 03/01/11 D 6,725 0 22.03 3/1/2021 01/03/12 C 14,379 0 13.04 1/3/2022 02/01/12 C 14,535 0 12.90 2/1/2022 03/01/12 C 14,456 0 12.97 3/1/2022 03/28/13 C 0 16,075 13.33 3/28/2023 04/30/13 C 0 14,778 14.50 4/30/2023 05/31/13 C 0 13,942 15.37 5/31/2023 03/31/14 C 0 6,004 20.82 3/31/2024 04/30/14 C 0 5,978 20.91 4/30/2024 05/30/14 C 0 5,869 21.30 5/30/2024 03/31/15 C 0 5,787 22.68 3/31/2025 04/30/15 C 0 6,271 20.93 4/30/2025 05/29/15 C 0 6,274 20.92 5/29/2025 Total 258,344 80,978 56     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Compensation Discussion & Analysis    Option Awards Stock Awards    (a)             (b)     (c)     (d)     (e)     (f)(2)     (g)(3) Named Executive Officer Grant Date Vesting Code(1) Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying UnexercisedOptions Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested James P. Clappin   02/01/06 C             16,250                         0                 24.72     1/31/2016 82,751   $      1,512,688   12/06/06 A 30,000     0 21.89 12/5/2016   01/02/07 B 15,000   0   18.85 1/1/2017 02/01/07 C 15,000 0 20.86 1/31/2017 07/18/07 A 500 0 26.73 7/17/2017 12/05/07 A 32,000 0 24.92 12/4/2017 01/02/08 B 16,000 0 23.37 1/1/2018   02/01/08 C 16,000 0 24.61 1/31/2018 12/02/09 D 14,666 0 17.82 12/2/2019 01/04/10 D 14,667 0 19.56 1/4/2020 02/01/10 D 14,667 0 18.16 2/1/2020   01/03/11 D 15,440 0 19.19 1/3/2021 02/01/11 D 13,058 0 22.69 2/1/2021 03/01/11 D 13,450 0 22.03 3/1/2021 01/03/12 C 25,562 0 13.04 1/3/2022   02/01/12 C 25,840 0 12.90 2/1/2022 03/01/12 C 25,700 0 12.97 3/1/2022 03/28/13 C 0 28,579 13.33 3/28/2023 04/30/13 C 0 26,273 14.50 4/30/2023   05/31/13 C 0 24,785 15.37 5/31/2023 03/31/14 C 0 12,008 20.82 3/31/2024 04/30/14 C 0 11,956 20.91 4/30/2024 05/30/14 C 0 11,737 21.30 5/30/2024 3/31/2015 C 0 11,574 22.68 3/31/2025 4/30/2015 C 0 12,542 20.93 4/30/2025 5/29/2015 C 0 12,548 20.92 5/29/2025 Total 303,800 152,002 CORNING INCORPORATED-2016 Proxy Statement     57 Table of Contents Compensation Discussion & Analysis    Option Awards Stock Awards    (a)             (b)     (c)     (d)     (e)     (f)(2)     (g)(3) Named Executive Officer Grant Date Vesting Code(1) Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying UnexercisedOptions Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Lawrence D. McRae   01/02/06 B              11,250                           0                   19.68      1/1/2016 108,933    $     1,991,295    02/01/06 C 11,250 0 24.72 1/31/2016 12/06/06 A 21,000 0 21.89 12/5/2016 01/02/07 B 10,500 0 18.85 1/1/2017 02/01/07 C 10,500 0 20.86 1/31/2017 12/05/07 A 25,000 0 24.92 12/4/2017 01/02/08 B 12,500 0   23.37 1/1/2018 02/01/08 C 12,500 0 24.61 1/31/2018 02/02/09 D 34,000 0 10.25 2/1/2019 12/02/09 D 15,333 0 17.82 12/2/2019 01/04/10 D 15,333 0 19.56 1/4/2020   02/01/10 D 15,334 0 18.16 2/1/2020 01/03/11 D 16,888 0 19.19 1/3/2021 02/01/11 D 14,283 0 22.69 2/1/2021   03/01/11 D 14,711 0 22.03 3/1/2021 01/03/12 C 31,953 0 13.04 1/3/2022 02/01/12 C 32,300 0 12.90 2/1/2022 03/01/12 C 32,125 0 12.97 3/1/2022 03/28/13 C 0 35,723 13.33 3/28/2023 04/30/13 C 0 32,841 14.50 4/30/2023 05/31/13 C 0 30,982 15.37 5/31/2023 03/31/14 C 0 12,008 20.82 3/31/2024 04/30/14 C 0 11,956 20.91 4/30/2024 05/30/14 C   0 11,737 21.30 5/30/2024 3/31/2015 C   0     11,850 22.68 3/31/2025   4/30/2015 C     0   12,840   20.93 4/30/2025   5/29/2015   C 0     12,847     20.92     5/29/2025         Total 336,760 172,784   58     CORNING INCORPORATED-2016 Proxy Statement Table of Contents Compensation Discussion & Analysis    Option Awards Stock Awards    (a)             (b)     (c)     (d)     (e)     (f)(2)     (g)(3) Named Executive Officer Grant Date Vesting Code(1) Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying UnexercisedOptions Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Kirk P. Gregg   02/01/06 C              29,250                           0                24.72   1/31/2016 80,697 $      1,475,141 12/06/06 A 48,000 0 21.89 12/5/2016 01/02/07 B 24,000 0 18.85 1/1/2017 02/01/07 C 24,000 0 20.86 1/31/2017 12/05/07 A 51,000 0 24.92 12/4/2017 01/02/08 B 25,500 0 23.37 1/1/2018 02/01/08 C 25,500 0 24.61 1/31/2018 12/02/09 D 21,666 0 17.82 12/2/2019 01/04/10 D 21,667 0 19.56 1/4/2020 02/01/10 D 21,667 0 18.16 2/1/2020 01/03/11 D 19,300 0 19.19 1/3/2021 02/01/11 D 16,323 0 22.69 2/1/2021 03/01/11 D 16,812 0 22.03 3/1/2021 03/01/12 C 32,125 0 12.97 3/1/2022 03/28/13 C 0 35,723 13.33 3/28/2023 04/30/13 C 0 32,841 14.50 4/30/2023 05/31/13 C 0 30,982 15.37 5/31/2023 3/31/2014 C 0 12,008 20.82 3/31/2024 4/30/2014 C 0 11,956 20.91 4/30/2024 5/30/2014 C 0 11,737 21.30 5/30/2024 3/31/2015 C 0 11,023 22.68 3/31/2025 4/30/2015 C 0 11,945 20.93 4/30/2025 5/29/2015 C 0 11,950 20.92 5/29/2025 Total 376,810 170,165 (1) The Companycompany uses the following vesting codes A 100% vesting one year after grant date B 100% vesting twoVesting 3 years after grant date B C 100% vesting three years after grant date D 1/3 vesting oneVesting 1 year after grant date, 1/3 vesting twoVesting 2 years after grant date and 1/3 vesting threeVesting 3 years after grant Datedate (2) Amounts include: (i) i. 125,207; 16,249; 28,414; 93,910; 15,758; 23,725; 25,503 and 35,73923,725 restricted share units granted to Messrs. Weeks, Tripeny, Clappin, McRae and McRae,Dr. Morse, respectively, on March 28, 2013,31, 2016, which vest on April 18, 2016; and 35,773 restricted share units granted to Mr. Gregg on March 28, 2013 which vest on January 1, 2016 as a result of his retirement on December 31, 2015.15, 2019. (ii) ii. 80,889; 11,259; 23,189; 72,629; 16,587; 18,355; 19,701 and 22,87218,328 restricted share units granted to Messrs. Weeks, Tripeny, Clappin, McRae and McRae,Dr. Morse, respectively, on March 31, 2014,2017, which vest on April 17, 2017; and 22,878 restricted share units granted to Mr. Gregg on March 31, 2014 which vest on January 1, 2016 as a result of his retirement on December 31, 2015. Also included are 8,000 and 24,000 unvested restricted shares granted to Mr. Clappin and Mr. McRae, respectively, on February 5, 2014, which will partially vest on February 5, 2016, and fully vest on February 5, 2017.15, 2020. (iii) iii. 88,183; 11,574; 23,148; 83,241; 19,654; 21,735; 22,198 and 23,69920,810 restricted share units granted to Messrs. Weeks, Tripeny, Clappin, McRae and McRae,Dr. Morse, respectively, on March 31, 2015,April 2, 2018, which vest on April 16, 2018; and 22,046 restricted share units granted to Mr. Gregg on March 31, 2015 which will vest on January 1, 2016 as a result of his retirement. Mr. McRae was granted 2,623 restricted shares of our common stock on July 15, 2015, which will vest on July 15, 2018 as a result of his promotion to Vice Chairman. Mr. Tripeny was granted 6,558 restricted shares of our common stock on July 15, 2015, which will vest on July 15, 2018 as a result of his promotion to Chief Financial Officer.2021. (3) Year-end market price is based on the December 31, 20152018 NYSE closing price of $18.28. (4) Mr. Flaws retired on November 30, 2015. Per the terms of the respective RSU and restricted share agreements, unvested stock units granted prior to 2015 vested on December 1, 2015; RSUs granted in 2015 vested on December 1, 2015 on a prorated basis. $30.21. CORNING INCORPORATED- 2016 Proxy Statement     59 CORNING2019 PROXY STATEMENT      63 Table of Contents Compensation Discussion & Analysis Options Exercised and Shares Vested in 2018 Option Exercises and Shares Vested in 2015 The following table sets forth certain information regarding options exercised and restricted stock and restricted stock units that vested during 20152018 for the NEOs.    Option Awards Stock Awards    Named Executive Officer       Number of Shares Acquired on Exercise       Value Realized on Exercise       Number of Shares Acquired on Vesting       Value Realized on Vesting Wendell P. Weeks              242,250                   $    797,424                 131,154                    $    3,221,356     James B. Flaws 451,943 2,829,709 204,479 4,226,651 R. Tony Tripeny 24,000 84,424 17,360 425,865 James P. Clappin 48,750 181,804 33,852 830,966 Lawrence D. McRae 17,000 242,903 49,627 1,217,567 Kirk P. Gregg 152,003 1,012,661 37,706 925,760 Option Awards Stock Awards Named Executive Officer       Number of Shares Acquired on Exercise (#)       Value Realized on Exercise ($)       Number of Shares Acquired on Vesting (#)       Value Realized on Vesting ($) Wendell P. Weeks 462,354 $8,220,903 87,685 $2,429,749 R. Tony Tripeny 67,659 1,043,723 18,267 514,600 James P. Clappin 0 0 22,893 634,915 Lawrence D. McRae 50,667 854,808 26,091 725,960 David L. Morse 63,151 670,437 22,839 633,569 Retirement Plans Qualified Pension Plan Qualified Pension Plan Corning maintains a qualified defined benefit pension plan to provide retirement income to Corning’s U.S.-based employees which was amended effective July 1, 2000, to include a cash balance component. All salaried and non-union hourly employees as of July 1, 2000, were given a choice to prospectively accrue benefits under the previously existing career average earnings formula or a cash balance formula, if so elected. Employees hired subsequent to July 1, 2000, earn benefits solely under the cash balance formula. Benefits earned under the career average earnings formula are equal to 1.5% of plan compensation plus 0.5% of plan compensation on which employee contributions have been made. Under the career average earnings formula, participants may retire as early as age 55 with 5 years of service. Unreduced benefits are available when a participant attains the earlier of age 60 with 5 years of service or age 55 with 30 years of service. Otherwise, benefits are reduced 4% for each year by which retirement precedes the attainment of age 60. Pension benefits earned under the career average earnings formula are distributed in the form of a lifetime annuity with six years of payments guaranteed. Benefits earned under the cash balance formula are expressed in the form of a hypothetical account balance. Each month a participant’s cash balance account is increased by (1) pay credits based on the participant’s plan compensation for that month and (2) interest credits based on the participant’s hypothetical account balance at the end of the prior month. Pay credits vary between 3% and 8% based on the participant’s age plus service at the end of the year. Interest credits are based on 10-year Treasury bond yields, subject to a minimum credit of 3.80%. Pension benefits under the cash balance formula may be distributed as either a lump sum of the participant’s hypothetical account balance or an actuarial equivalent life annuity. Mr.Messrs. Weeks, Mr.Clappin, McRae and Mr. ClappinDr. Morse are earning benefits under the career average earnings formula. Mr. Flaws earned benefits under the career average earnings formula through November 30, 2015. Mr. Gregg earned benefits under the career average earnings formula up to December 31, 2000, and earned benefits under the cash balance formula from January 1, 2001 through December 31, 2015. Mr. Tripeny is earning benefits under the cash balance formula. All of the active NEOs are currently eligible to retire under the plan. Supplemental Pension Plan and Executive Supplemental Pension Plan Supplemental Pension Plan and Executive Supplemental Pension Plan Since 1986, Corning has maintained nonqualifiednon-qualified pension plans to attract and retain its executive workforce by providing eligible employees with retirement benefits in excess of those permitted under the qualified plans. The benefits provided under the Supplemental Pension Plan (SPP) are equal to the difference between the benefits provided under the Corning Incorporated Pension Plan and benefits that would have been provided thereunder if not for the limitations of the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended (the Code). Each NEO participates in the Corning Incorporated Executive Supplemental Pension Plan (ESPP). Participants in the ESPP receive no benefits from the SPP, other than earned SPP benefits under the cash balance formula prior to their participation in the ESPP.ESPP, if any. Executives fully vest in their ESPP benefit upon attainment of age 50 with 10 years of service. All NEOs are fully vested in the ESPP. 64      CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis Under the ESPP, participants earn benefits based on the highest 60 consecutive months of average plan compensation over the last 120 months immediately preceding the date of termination of employment. A change in the benefits provided under the ESPP formula was approved in December 2006. Subsequent toFollowing the change, gross benefits determined under this plan are equal to one of two benefit formulas: Formula A: 2.0% of average plan compensation multiplied by years of service up to 25 years. Formula B: 1.5% of average plan compensation multiplied by years of service. 60     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Compensation Discussion & Analysis Benefits are determined under Formula B for Mr. Flaws and Formula A for all other NEOs.NEOs except for Dr. Morse, whose benefits are determined under Formula B. Benefits earned under the Corning Incorporated Pension Plan and the cash balance formula of the SPP prior to ESPP participation, if any, will offset benefits earned under the ESPP. Participants may retire as early as age 55 with 10 years of service. Unreduced benefits under Formulas A and B are available when a participant attains the earlier of age 60 with 10 years of service or age 55 with 25 years of service, provided their accrued benefit is less than four times the annual compensationfour-times-the-annual-compensation limitation under Section 401(a)(17) of the Code ($1,060,0001,100,000 in 2015)2018). Participants with accrued benefits in excess of four times the annual compensation limitation under Section 401(a)(17) of the Code must be age 57 with 25 years of service to receive an unreduced benefit under the SPP.ESPP. Otherwise, benefits are reduced 4% for each year by which retirement precedes the attainment of age 60. Benefit reductions of 1% per year by which retirement precedes age 57 apply if the four-times-annual-compensation-limit rule noted above is in effect for the participant. Benefits earned under the ESPP are distributed in the form of a lifetime annuity, with six years of payments guaranteed except for benefits earned under the cash balance formula of the SPP prior to becoming a participant in the ESPP, which is distributed as a lump sum of the participant’s hypothetical accountcredited balance. Under Mr. Flaws’ written agreement, Corning will purchase a life annuity from an insurance company to pay benefits due under this plan. All of the active NEOs are currently eligible to retire under the plan.ESPP. Pension Benefits Pension Benefits The table below shows the actuarial present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each such NEO, under the qualified pension plan and the ESPP. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements with the exception of the assumed retirement age and the assumed probabilities of leaving employment prior to retirement. Retirement was assumed to occur at the earliest possible unreduced retirement age for each plan in which the executive participates. For purposes of determining the earliest unreduced retirement age, service was assumed to be granted until the actual date of retirement. For example, an executive under the ESPP formula who is age 50 with 20 years of service would be assumed to retire at age 55 due to eligibility of unreduced benefits at 25 years of service or age 57, if the four times annual compensation limit rule noted previously applies. No termination, disability or death was assumed to occur prior to retirement. Otherwise, the assumptions used are described in Note 1311 to our Financial Statements for the year ended December 31, 2015,2018, of our Annual Report on Form 10-K filed with the SEC on February 12, 2016. Information regarding the qualified pension plan can be found under the heading “Qualified Pension Plan”.2019.    Named Executive Officer       Plan Name       Number of Years Credited Service       Present Value of Accumulated Benefit       Payments During Last Fiscal Year    Wendell P. Weeks Qualified Pension Plan               33                       $ 1,853,401                        $ 0                 ESPP 25 (1)   22,025,505 (4)    0 James B. Flaws Qualified Pension Plan   42 2,243,802 0   ESPP 42 (2) 16,581,172 (4) 0 R. Tony Tripeny Qualified Pension Plan 30 252,421 0 ESPP 25 (1) 4,864,469 0 James P. Clappin Qualified Pension Plan 36 1,336,967 0 ESPP 25 (1) 7,353,097 0 Lawrence D. McRae Qualified Pension Plan 30 1,529,665 0 ESPP 25 (1) 7,862,753 0 Kirk P. Gregg Qualified Pension Plan 22 1,026,083 0 ESPP 25 (3) 9,637,163 0 CORNING2019 PROXY STATEMENT      65 Table of Contents Compensation Discussion & Analysis Named Executive Officer       Plan Name       Number of years Credited Service (#)       Present Value of Accumulated Benefit ($)       Payments During Last Fiscal Year ($) Wendell P. Weeks Qualified Pension Plan 36 1,976,797 $0 ESPP                 25 (1) 25,725,973 0 R. Tony Tripeny Qualified Pension Plan 33 358,560 0 ESPP 25 (1) 6,616,004 0 James P. Clappin Qualified Pension Plan 39 1,470,978 0 ESPP 25 (1) 8,009,058 0 Lawrence D. McRae Qualified Pension Plan 33 1,662,390 0 ESPP 25 (1) 8,772,904 0 David L. Morse Qualified Pension Plan 43 1,783,856 0 ESPP 43 (2) 8,232,203 0 (1) Under Formula A, years of service are capped at 25 years, in determining benefits under the ESPP. (2) Under Formula B, years of service are uncapped with a formulanot capped. The compensation considered for purposes of 1.5% per year in determining benefits under the ESPP. (3) Mr. Gregg’s 1993 employment letter, as amended in 2002, provides for nine extra years of benefit service under the ESPP for retirement on or after age 55. Because of the 25-year cap on service under Formula A, implemented after Mr. Gregg was hired, Mr. Gregg will receive only three additional years of service credit, worth approximately $995,000. Additional years of service credit have not been provided to senior executives since this adjustment in 2002. (4) Both Mr. Weeks’ and Mr. Flaws’ accrued benefit exceeds four times the annual compensation limitation under Section 401(a)(17) of the Code (currently $1,060,000). As a result, Mr. Weeks must be age 57 to receive an unreduced pension benefit. Mr. Flaws is eligible to receive an unreduced pension benefit. CORNING INCORPORATED- 2016 Proxy Statement     61 Table of Contents Compensation Discussion & Analysis The compensation covered by the qualified pension plan and the ESPP for the NEOs is the “Salary” plus the GoalSharing and PIP cash bonuses set forth in the Summary Compensation Table. Bonuses are included as compensation in the calendar year paid. Long-term cash or equity incentives are not (and have never been) considered as eligible earnings for determining retirement benefits under these plans. For the 20152018 calendar year, the NEOs eligible earnings and final average compensation were as follows:    As of December 31, 2015    Named Executive Officer Eligible Pension Earnings       Final Average Earnings Wendell P. Weeks     $     3,650,814     $ 3,004,453 James B. Flaws 2,074,672 1,909,896 R. Tony Tripeny 723,860 658,409 James P. Clappin 1,348,400 1,110,770 Lawrence D. McRae 1,366,573 1,175,372 Kirk P. Gregg 1,387,422 1,299,870 As of December 31, 2018 Named Executive Officer       Eligible Pension Earnings       Final Average Earnings Wendell P. Weeks $5,168,942 $3,580,781 R. Tony Tripeny 1,474,809 934,515 James P. Clappin 1,721,603 1,285,019 Lawrence D. McRae 1,902,402 1,380,344 David L. Morse 1,587,447 1,175,195 NonqualifiedNon-qualified Deferred Compensation The table below shows the contributions, earnings and account balances for the NEOs in the Supplemental Investment Plan. Pursuant to the Company’s Supplemental Investment Plan, the NEOs may choose to defer up to 75% of annual base salary and up to 75% of GoalSharing and PIP cash bonuses. The participant chooses from the same funds available under our Company Investment Plan (401(k)) in which to “invest” the deferred amounts. No cash is actually invested in the unfunded accounts under the Supplemental Investment Plan. Deferred amounts incur gains and losses based on the performance of the individual participant’s investment fund selections. Participants may change their elections among these fund options. Corning does not have any above market earnings under its Supplemental Investment Plan. All of our current NEOs have more than three years of service with the Company, so all of the Company’s matching contributions are fully vested. Participants cannot withdraw any amounts from their deferred compensation balances until retirement from the Company at or after age 55 with 5 years of service. Participants may elect to receive distributions as a lump sum payment or two to five annual installments. If an NEO leaves the Company prior to retirement, the account balance is distributed in a lump sum six-monthssix months following the executive’s departure. No NEO withdrawals or distributions were made in 2015.2018.    Named Executive Officer       Aggregate Balance at January 1, 2015       Executive Contributions in 2015(1)       Company Contributions in 2015(2)       Aggregate Earnings in 2015(3)       Aggregate Withdrawals/ Distributions in 2015 Aggregate Balance as of December 31, 2015    Wendell P. Weeks $     4,692,344 $   71,586 $   73,674        $    -86,115              $   0          $   4,751,488 James B. Flaws 5,027,794 204,765 113,055 -49,356 0       5,296,258 R. Tony Tripeny 1,468,553 120,772 24,154 -10,056 0 1,603,423 James P. Clappin 2,811,712 311,020 75,854 -20,927 0 3,177,658 Lawrence D. McRae 0 0 0 0 0 0 Kirk P. Gregg 2,428,171 40,333 26,888 10,534 0 2,505,925 66      CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis Named Executive Officer       Aggregate Balance at January 1, 2018 ($)       Executive Contributions in 2018 ($)(1)       Company Contributions in 2018 ($)(2)       Aggregate Earnings in 2018 ($)(3)       Aggregate Withdrawals/ Distributions in 2018 ($)       Aggregate Balance as of December 31, 2018 ($) Wendell P. Weeks 6,257,298 75,129 77,320   (231,055 ) 0 6,178,692 R. Tony Tripeny 2,450,204 270,462 54,092 (132,755 ) 0 2,642,003 James P. Clappin 4,797,702 319,991 89,499 (48,252 ) 0 5,158,940 Lawrence D. McRae 0 0 0 — 0 0 David L. Morse 1,165,876 67,123 82,896 22,022 0 1,337,917 (1) Reflects participation in the Supplemental Investment Plan by Messrs. Weeks, Flaws, Tripeny, Clappin, and GreggDr. Morse in the deferral of a portion of their 20152018 base salaries and participation by Messrs. Weeks, Flaws, Tripeny and Clappin, and GreggDr. Morse in the deferral of a portion of the bonus received in 20152018 for prior year performance. The NEOs’Named Executive Officers’ contributions are included in the Summary Compensation Table, as a part of Salary and/or Non-Equity Incentive Plan Compensation. (2) Reflects the Company match on the Supplemental Investment Plan which was credited to the account of the NEOsNamed Executive Officers in 2015.2018. All of these amounts are included in the All Other Compensation column of the Summary Compensation Table (and are also detailed in footnote (4)(5) to that Table). (3) Reflects aggregate earnings on each type of deferred compensation listed above. The earnings on deferred base salary and bonus payments are calculated based on the actual returns from the same fund choices that Company employees have in the qualified 401(k) plan. Currently, employees have 14 fund choices that they may select from. As nonqualified plans, these plans are unfunded which means that no actual dollars are invested in these funds. The Company does not provide any above market interest rates or other special terms for any deferred amounts. These amounts are not included in the Change in Pension Value column of the Summary Compensation Table. 62     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Compensation Discussion & Analysis Arrangements with Named Executive Officers Severance Agreements Severance Agreements We have entered into severance agreements with each of our NEOs. Effective for allAll new executive severance agreements and executive change-in-control agreements entered into after July 2004, limit the Compensation Committee and Board of Directors approved a policy to limit benefits that may be provided to an executive under any new agreement to 2.99 times the executive’s annual compensation of base salary plus target incentive payments. Messrs. Weeks, Clappin, McRae and McRaeDr. Morse have agreements which were in effect prior to July 2004. Mr. Tripeny has a severance agreement dated as of January 1, 2015. The agreements of Severance Agreements—Mr. Flaws and Mr. Gregg became null and void as of their retirement dates, November 30, 2015 and December 31, 2015, respectively.Weeks Severance Agreements—Mr. Weeks Under Mr. Weeks’ severance agreement, if he is terminated involuntarily, and without “cause”,cause, or as a result of disability, he is entitled to the following: ● Base salary, reimbursable expenses and annual bonus accrued and owing as of the date of termination (lump sum payment); ● A severance amount equal to 2.99 times his then-base salary plus an annual bonus amount (calculated at 100% of target that would have been paidforpaid for the fiscal year in which the termination occurs) (lump sum payment); ● Continued participation in the Company’s benefit plans for up to three years; and ● In the calendar year following the year in which the termination occurs (subject to a six-month waiting period), the purchase of his principal residencebyresidence by the Company upon request. If however, Mr. Weeks is terminated for cause or he resigns, he would (1) be entitled to accrued, but unpaid salary (lump sum payment) and any reimbursable expenses accrued or owing to him and, if terminated for cause, (2) forfeit any outstanding stock awards. Severance Agreements—Other Named Executive OfficersCORNING2019 PROXY STATEMENT      67 Table of Contents Compensation Discussion & Analysis Severance Agreements—Other Named Executive Officers Under the severance agreements, an NEO is entitled to severance payments if he is terminated involuntarily other than for “cause”.cause. Generally, under the severance agreements, an NEO (other than Mr. Weeks) is entitled to receive the following: ● Accrued but unpaid base salary, reimbursable expenses, vacation pay and the executive’s target percentage for the annual bonus plans multiplied bytheby the executive’s salary, pro-rated to the last day of the month closest to the termination date (lump sum payment); ● A severance amount equal to two times the executive’s then basethen-base salary plus an annual bonus amount (an amount equal to executive’s salarymultipliedsalary multiplied by the executive’s target percentage in effect on the termination date under the Company’s Performance Incentive Plan and 5% targetundertarget under the GoalSharing Plan) (lump sum payment); ● Continued medical, dental and hospitalization benefits for 24 months; ● In the calendar year following the year in which the termination occurs (subject to a six-month waiting period), the purchase of his principal residencebyresidence by the Company upon request; and ● Outplacement benefits up to a maximum amount of $50,000. CORNING INCORPORATED- 2016 Proxy Statement      63 Table of Contents Compensation Discussion & Analysis The following table reflects the amounts that would be payable under the various arrangements assuming termination occurred at December 31, 2015.2018.    Termination Scenarios (Including Severance, if eligible) Named Executive Officer Voluntary(1) For Cause Death Disability(1) Without Cause    Wendell P. Weeks       Severance Amount       $ n/a       $ n/a       $ n/a       $ n/a       $ 10,102,463 Value of Benefits Continuation n/a n/a n/a n/a 68,019 (2) Value of Outplacement Services n/a n/a n/a n/a Purchase of Principal Residence n/a n/a n/a n/a 250,000 to 1,000,000 (3) Pension Non-Qualified Annuity 1,382,275 0 1,185,882 1,389,222 1,382,275 Pension - Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension-Qualified Annuity 113,399 113,399 56,700 113,399 113,399 James B. Flaws(4) Severance Amount n/a n/a n/a n/a n/a Value of Benefits Continuation n/a n/a n/a n/a n/a Value of Outplacement Services n/a n/a n/a n/a n/a Purchase of Principal Residence n/a n/a n/a n/a n/a Pension Non-Qualified Annuity 799,353 n/a n/a n/a n/a Pension - Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension-Qualified Annuity 136,329 n/a n/a n/a n/a R. Tony Tripeny Severance Amount n/a n/a n/a n/a 1,750,000 Value of Benefits Continuation n/a n/a n/a n/a 45,346 (2) Value of Outplacement Services n/a n/a n/a n/a 50,000 Purchase of Principal Residence n/a n/a n/a n/a 250,000 to 600,000 (3) Pension Non-Qualified Annuity 299,654 0 251,332 299,654 299,654 Pension - Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension-Qualified Lump Sum 257,217 257,217 257,217 257,217 257,217 James P. Clappin Severance Amount n/a n/a n/a n/a 2,448,000 Value of Benefits Continuation n/a n/a n/a n/a 27,146 (2) Value of Outplacement Services n/a n/a n/a n/a 50,000 Purchase of Principal Residence n/a n/a n/a n/a 0 (3) Pension Non-Qualified Annuity 470,228 0 382,469 470,228 470,228 Pension - Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension-Qualified Annuity 85,404 85,404 42,702 85,404 85,404 Lawrence D. McRae Severance Amount n/a n/a n/a n/a 2,682,500 Value of Benefits Continuation n/a n/a n/a n/a 45,346 (2) Value of Outplacement Services n/a n/a n/a n/a 50,000 Purchase of Principal Residence n/a n/a n/a n/a 250,000 to 1,000,000 (3) Pension Non-Qualified Annuity 490,715 0 418,968 490,715 490,715 Pension - Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension-Qualified Annuity 95,357 95,357 47,679 95,357 95,357 Kirk P. Gregg(4) Severance Amount n/a n/a n/a n/a n/a Value of Benefits Continuation n/a n/a n/a n/a n/a Value of Outplacement Services n/a n/a n/a n/a n/a Purchase of Principal Residence n/a n/a n/a n/a n/a Pension Non-Qualified Annuity 535,357 n/a n/a n/a n/a Pension - Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension-Qualified Annuity 37,866 n/a n/a n/a n/a Pension-Qualified Lump Sum 323,504 n/a n/a n/a n/a TERMINATION SCENARIOS (INCLUDING SEVERANCE, IF ELIGIBLE) Named Executive Officer     Voluntary(1)    For Cause    Death    Disability(1)    Without Cause Wendell P. Weeks Severance Amount n/a n/a n/a n/a $10,942,682 Value of Benefits Continuation n/a n/a n/a n/a 75,972 (2) Value of Outplacement Services n/a n/a n/a n/a n/a Purchase of Principle Residence n/a n/a n/a n/a $250,000 to $1,000,000 (3) Pension Non-Qualified Annuity $1,664,086 $0 $1,664,086 $1,664,086 $1,664,086 Pension—Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension—Qualified Annuity $127,729 $127,729 $63,864 $127,729 $127,729 R. Tony Tripeny Severance Amount n/a n/a n/a n/a 2,415,000 Value of Benefits Continuation n/a n/a n/a n/a 50,648 (2) Value of Outplacement Services n/a n/a n/a n/a 50,000 Purchase of Principle Residence n/a n/a n/a n/a 50,000 to 250,000 (3) Pension Non-Qualified Annuity 430,664 0 337,845 430,664 430,664 Pension—Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension—Qualified Lump Sum 366,033 366,033 366,033 366,033 366,033 James P. Clappin Severance Amount n/a n/a n/a n/a 2,775,000 Value of Benefits Continuation n/a n/a n/a n/a 30,868 (2) Value of Outplacement Services n/a n/a n/a n/a 50,000 Purchase of Principle Residence n/a n/a n/a n/a 0 (3) Pension Non-Qualified Annuity 543,582 0 418,713 543,582 543,582 Pension—Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension—Qualified Annuity 99,733 99,733 49,867 99,733 99,733 Lawrence D. McRae Severance Amount n/a n/a n/a n/a 3,040,000 Value of Benefits Continuation n/a n/a n/a n/a 50,648 (2) Value of Outplacement Services n/a n/a n/a n/a 50,000 Purchase of Principle Residence n/a n/a n/a n/a $50,000 to $250,000 (3) Pension Non-Qualified Annuity 579,469 0 469,055 579,469 579,469 Pension—Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension—Qualified Annuity 109,687 109,687 54,843 109,687 109,687 David L. Morse Severance Amount n/a n/a n/a n/a 2,590,000 Value of Benefits Continuation n/a n/a n/a n/a 33,416 (2) Value of Outplacement Services n/a n/a n/a n/a 50,000 Purchase of Principle Residence n/a n/a n/a n/a 250,000 to 1,000,000 (3) Pension Non-Qualified Annuity 617,892 0 460,514 617,892 653,197 Pension—Non-Qualified Lump Sum n/a n/a n/a n/a n/a Pension—Qualified Annuity 133,770 133,770 66,885 133,770 133,770 68      CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis (1) Nonqualified pensionNon-qualified plan benefits shown for all NEOs are payable from the Executive Supplemental Pension Plan (ESPP).Plan. The timing and form of the benefits payable in the table above for a voluntary termination are as follows: Messrs. Weeks, Tripeny, McRae Clappin and Gregg’s ESPPClappin’s Executive Supplemental Pension Plan benefits are payable as aan immediate life annuity beginning at age 55. Mr. Flaws’annuity. Dr. Morse’s benefit is payable as an immediate life annuity with six years guaranteed. (2) The value of welfare benefits continuation is estimated at $22,673$25,324 per year for family coverage for Messrs. Weeks, McRae and Tripeny (three years of benefits continuation for Mr. Weeks and two years of benefits continuation for Mr. McRaeMessrs. Tripeny and Mr. Tripeny).McRae. Mr. Clappin’s benefits continuation is estimated at $13,573$15,434 per year for two years. Dr. Morse’s benefits continuation is $16,708 for two years. (3) TheUnder the terms of the severance agreements, the NEOs may also request that Corning purchase their principal residence in the Corning, New York area. Corning is unable to accurately and precisely estimate the value that may be delivered under this provision as it requires an independent appraisal of the executive’s residence as well as, for Mr. Weeks and for all NEOs except Mr. Tripeny,Dr. Morse, a calculation of the executive’s purchase price of the residence plus a percentage of documented improvements made to the property. These values are not maintained by Corning in its normal course of business. They are required only if an executive is terminated. Such purchase must be finalized in the calendar year following the year in which the executive’s termination occurred (subject to a six-month waiting period). Mr. Clappin does not currently have a principal residence in the Corning, NYNew York area. 64     CORNING INCORPORATED- 2016 Proxy Statement Table of ContentsChange-in-Control Agreements Compensation Discussion & Analysis (4) Neither Mr. Flaws nor Mr. Gregg would be eligible for severance benefits due to their respective retirements on November 30, 2015 and December 31, 2015. The voluntary column shows amounts they will receive from the retirement plans. Change-in-Control Agreements We have entered into change-in-control agreements with each of the NEOs. These agreements are intended to provide for continuity of management if there is a change in control of the Company. These agreements will be effective until the executive leaves the employ of Corning or until the executive ceases to be an officer of Corning. If during the term of the agreement a change in control occurs, the restrictions on all restricted stock and restricted stock units held by the NEO lapse, and any stock options vest and become immediately exercisable. The NEOs are also entitled to severance and other benefits upon certain terminations of employment following or in connection with a change in control. ● For Mr. Weeks, benefits are payable if he (i) is terminated without “cause”, (ii)cause or resigns for “good reason”, or (iii) resigns or is terminated for any reason, each during a “potential change in control period” or (ii) resigns or is terminated for any reason or within four years following a change in control. ● For the other NEOs (other than Mr. Weeks), benefits are payable if their employment is terminated (other than for cause, by reason of death or disability, or by the executive for any reason) during a potential change in control period, or within two years following a change in control. The benefits payable are as follows: ● Accrued but unpaid base salary, reimbursable expenses, vacation pay and the executive’s target percentage for the annual bonus plans multiplied by the executive’s salary, pro-rated to the last day of the month closest to the termination date (lump sum payment); ● A severance amount equal to 2.99 times (for Mr. Weeks and Mr. Flaws)Weeks) and two times (for Messrs. McRae, Clappin, Tripeny and Gregg)Dr. Morse) the NEO’s thenthen-current base salary plus an annual bonus amount (lump sum payment); ● Continued participation in the Company’s benefit plans for 3 years; ● Upon request, purchase of the NEO’s principal residence in the Corning, NY area; and ● Outplacement benefits (equal to 20% of base salary) (excluding Mr. Weeks). If the employment of an NEO’sNEO (other than Mr. Weeks) employment is terminated for cause or he resigns for other than good reason, or the NEO’s employment terminates by reason of death or disability, the NEO is entitled to accrued but unpaid base salary, reimbursable expenses, vacation pay and the executive’s target percentage for the annual bonus plans multiplied by the executive’s salary, pro-rated to the last day of the month closest to the termination date (lump sum payment). In addition, each NEO except Mr. Tripeny is generally entitled to receive a gross-up payment in an amount sufficient to make him whole for any federal excise tax on excess parachute payments imposed under Section 280G and 4999 of the Code.IRC. However, if the federal excise tax can be avoided by reducing the related payments by a present value of $45,000 or less, then the payment will be reduced to the extent necessary to avoid the excise tax and no gross upgross-up payment will be made to the NEO. CORNING2019 PROXY STATEMENT      69 Table of Contents Compensation Discussion & Analysis The following table reflects the amounts that would be payable under the various arrangements assuming that a change in control occurred on December 31, 20152018    Cash-based Long-Term Incentives(1) Named Executive Officer       Cash Severance       Interrupted Perf. Cycles       ESPP       Misc. Benefits       Interrupted Perf. Cycles       Share-based Awards       Total Benefits(2) Wendell P. Weeks $      10,868,154          $0          $      24,940,188 $      118,019 $      4,698,000 $      11,344,358 $      51,968,719    James B. Flaws(3) n/a n/a n/a n/a n/a n/a n/a R. Tony Tripeny 1,750,000 0 0 95,346 634,000 1,648,303 4,127,649 James P. Clappin 2,448,000 0 8,031,716 77,146 1,268,000 3,101,591 14,926,453 Lawrence D. McRae 2,610,000 0 8,383,314 95,346 1,288,000 3,688,421 16,045,081 Kirk P. Gregg(3) n/a n/a n/a n/a n/a n/a n/a Cash-based Long-Term Incentives(1) Named Executive Officer    Cash Severance ($)    Interrupted Perf. Cycles ($)    ESPP ($)    Misc. Benefits ($)    Excise Tax Gross Up ($)    Interrupted CPU Perf. Cycles ($)    Share-based Awards ($)    Total Benefits ($) Wendell P. Weeks 15,574,119 0 25,547,425 125,972 0 11,439,032 10,021,399 62,707,947 R. Tony Tripeny 2,415,000 0 6,571,298 100,648 0 2,523,225 2,049,374 13,659,545 James P. Clappin 2,775,000 0 7,966,827 80,868 0 2,949,831 2,561,120 16,333,646 Lawrence D. McRae 3,040,000 0 8,717,633 100,648 0 3,084,631 2,708,464 17,651,376 David L. Morse 2,590,000 0 9,411,026 83,417 0 2,788,837 2,527,066 17,400,346 (1) Long-term incentives include a combination of equity (stock options and restricted stock units) and cash (cash performance units) which vest upon a change of control. (2) In accordance with IRS rules, the calculation of excise tax gross-up is a complex calculation that can vary dramatically from year to year depending on the facts and variables applicable at the time of a change in control. For calculations performed at December 31, 2015, none of the NEOs were subject to the excise tax, so as a result, no excise tax gross-up was applicable. (3) Mr. Flaws retired on November 30, 2015 and Mr. Gregg retired on December 31, 2015. Neither of these NEOs remain eligible for change in control benefits. In addition to the above, the NEOs may also request that Corning purchase their principal residence. Corning is unable to accurately and precisely estimate the value as it requires an independent appraisal of the executive’s residence and, for all, NEOs except Mr. Tripeny, a calculation of the executive’s purchase price of such residence and any documented improvements made to the property. This is data that Corning does not maintain in its normal course of business. See footnote (3) to the “Termination Scenarios” on page 64.69. CORNING INCORPORATED- 2016 Proxy Statement     65 70      CORNING2019 PROXY STATEMENT Table of Contents Compensation Discussion & Analysis Pay Ratio Disclosure For 2018, our last completed fiscal year, the annual total compensation of the median employee, excluding our CEO, was $52,095 and the annual total compensation of our CEO was $14,921,071. Accordingly, the ratio of the CEO’s annual total compensation to the annual total compensation of the median employee was 286:1. This reflects analysis of our global workforce of 50,045 employees as of October 1, 2018, which excludes 597 employees in Brazil, 79 employees in Hungary, 334 employees in India, 2 employees in Indonesia, 3 employees in Pakistan, 118 employees in South Africa and 168 employees in Turkey, which are de minimis. We used estimated total cash compensation to determine the median employee. Our estimate of total cash compensation for our full 2018 fiscal year included (i) annual base salary plus annual incentives calculated at target for salaried employees and (ii) hourly salary rate times annual standard hours plus additional adjustments for shift differentials, estimated overtime rates, production bonuses, holiday bonuses, fixed bonuses and other cash allowances paid to hourly employees. While our compensation programs and practices did not change materially, our total headcount grew by 10.6%. Accordingly, we deemed it prudent to update our median employee in 2018. Our estimates were based on an analysis of the pay components and payrolls in each of the 42 countries in which we operate, excluding Brazil, Hungary, India, Indonesia, Pakistan, South Africa and Turkey. Total cash compensation rates of employees paid in foreign currencies were converted into U.S. dollars using our standard monthly foreign exchange conversion rates in effect on October 1, 2018 for the determination of the median and December 31, 2018 for the year-end actual total compensation. Once the median employee was identified, actual total compensation was determined in accordance with Item 402(c)(2)(x) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. CORNING2019 PROXY STATEMENT      71 Table of Contents Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm The Audit Committee (the Committee) evaluates our independent registered public accounting firm each year and has appointed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2019. PwC has served in this role since 1944. The Committee concluded that many factors contribute to the continued support of PwC’s independence, such as the oversight of the Public Company Accounting Oversight Board (PCAOB) through the establishment of audit, quality, ethics, and independence standards in addition to conducting audit inspections; the mandating of reports on internal control over financial reporting; PCAOB requirements for audit partner rotation; and limitations imposed by regulation and by the Committee on non-audit services provided by PwC. The Committee preapproves all audit and permitted non-audit services that PwC performs for the Company, and it approves the audit fees associated with the engagement of PwC. All services provided to Corning by PwC in 2017 and 2018 were pre-approved by the Committee in accordance with the policy. The Committee and the PCAOB require key PwC partners assigned to our audit to be rotated at least every five years. The Committee and its Chair oversee the selection process for each new lead engagement partner. Throughout this process, the Committee and management provide input to PwC about the Company’s priorities, discuss candidate qualifications and interview potential candidates put forth by the firm. In determining whether to reappoint PwC, the Committee took into consideration a number of factors, including: ● PwC’s global capabilities to handle the breadth and complexity of Corning’s global operations; ● PwC’s technical expertise and knowledge of Corning’s industry and global operations; ● The quality and candor of PwC’s communications with the Committee and management, which include routine executive sessions with the Committee held without management present and a management survey of PwC’s performance; ● PwC’s independence; ● The appropriateness of PwC’s fees; and ● PwC’s tenure as our independent registered public accounting firm, including the benefits of that tenure (including higher audit quality due to PwC’s deep understanding of Corning’s business and accounting policies and practices), the avoidance of significant costs and disruptions that would be associated with retaining a new independent auditor, and the controls and processes in place such as rotation of key partners and an annual assessment of PwC’s qualifications, service quality, sufficiency of resources, quality of communications, working relationship with our management, objectivity and professional skepticism that help ensure PwC’s continued independence. 72      CORNING2019 PROXY STATEMENT Table of Contents Proposal 3Ratification of Appointment of Independent Registered Public Accounting Firm Based on its evaluation, the Committee believes that the continued retention of PwC is in the best interests of the Company and its shareholders. The Board concurs and requests that the shareholders ratify the appointment of PwC as Corning’s independent registered public accounting firm for the fiscal year ending December 31, 2019. If the selection of PwC is not ratified by a majority of the shares of common stock present or represented at the annual meeting and entitled to vote on the matter, the Committee will review its future selection of an independent registered public accounting firm in light of that vote result. Even if the selection is ratified, the Committee in its discretion may appoint a different registered public accounting firm at any time during the year if the Committee determines that such change would be appropriate. Corning expects representatives of PwC to be present at the Annual Meeting and available to respond to questions that may be raised there. These representatives may comment on the financial statements if they so desire. FOR Our Board unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. Fees Paid to Independent Registered Public Accounting Firm Aggregate fees for professional services rendered by PwC in 2017 and 2018:       2017       2018 Audit Fees $8,223,000 $9,572,000 Audit-Related Fees 357,000 357,000 Tax Fees 948,000 326,000 All Other Fees 235,000 58,000 Total Fees $9,763,000 $10,313,000 Audit Fees.These fees are composed of professional services rendered in connection with the annual audit of Corning’s consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting, and reviews of Corning’s quarterly consolidated financial statements on Form 10-Q that are customary under auditing standards generally accepted in the United States. Audit fees also include statutory audits of Corning’s foreign jurisdiction subsidiaries, comfort letters, consents for other SEC filings and reviews of documents filed with the SEC. The increase from 2017 to 2018 primarily relates to statutory audits at new locations and incremental audit procedures relating to an acquisition and the impact of the Tax Cuts and Jobs Act. Audit-Related Fees.These fees are composed of professional services rendered in connection with due diligence pertaining to acquisitions, procedures to translate certain financial statements for foreign subsidiaries, employee benefit plan audits, agreed-upon procedures and the evaluation of new accounting policies. Tax Fees.These fees are composed of statutory tax compliance, assistance for Corning’s foreign jurisdiction subsidiaries’ tax returns, expatriate tax return compliance and other tax compliance projects. All Other Fees.These fees are composed of an information technology security assessment, contract compliance assessment, and licensing technical accounting software from the independent registered public accounting firm. CORNING2019 PROXY STATEMENT      73 Table of Contents Proposal 3Ratification of Appointment of Independent Registered Public Accounting Firm Policy Regarding Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services of Independent Registered Public Accounting Firm The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services by Corning’s independent registered public accounting firm. The full Audit Committee approves annually projected services and fee estimates for these services and other major types of services. The Audit Committee chairman has been designated by the Audit Committee to approve any services arising during the year that were not pre-approved by the Audit Committee and services that were pre-approved, but for which the associated fees will materially exceed the budget established for the type of service at issue. Services approved by the chairman are communicated to the full Audit Committee at its next regular meeting. For each proposed service, the independent registered public accounting firm is required to provide supporting documentation detailing said service and confirm that the provision of such services does not impair its independence. The Audit Committee regularly reviews reports detailing services provided to Corning by its independent registered public accounting firm. Report of the Audit Committee The purpose of the Audit Committee is to assist the Board of Directors in its general oversight of Corning’s financial reporting, internal controls and audit functions. The Audit Committee operates under a written charter adopted by the Board of Directors. The directors who serve on the Audit Committee have no financial or personal ties to Corning (other than director compensation and equity ownership as described in this proxy statement) and are all “financially literate” and “independent” for purposes of the New York Stock Exchange listing standards. The Board of Directors has determined that none of the Audit Committee members has a relationship with Corning that may interfere with the members’ independence from Corning and its management. The Audit Committee met with management periodically during the year to consider the adequacy of Corning’s internal controls and the objectivity of its financial reporting. The Audit Committee discussed these matters with Corning’s independent registered public accounting firm and with the appropriate financial personnel and internal auditors. The Audit Committee also discussed with Corning’s senior management and independent registered public accounting firm the process used for certifications by Corning’s chief executive officer and chief financial officer that are required for certain of Corning’s filings with the SEC. The Audit Committee met privately with both the independent registered public accounting firm and the internal auditors, both of whom have unrestricted access to the Audit Committee. The Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. Management is responsible for: the preparation, presentation and integrity of Corning’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on the effectiveness of internal control over financial reporting. During the course of 2018, management updated the documentation, and performed testing and evaluation of Corning’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation, and it provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management, internal audit and the independent registered public accounting firm at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with, and the Audit Committee reviewed a report on, the effectiveness of Corning’s internal control over financial reporting. The Audit Committee 74      CORNING2019 PROXY STATEMENT Table of Contents Proposal 3Ratification of Appointment of Independent Registered Public Accounting Firm also reviewed: the report of management contained in Corning’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC; as well as PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm included in Corning’s Annual Report on Form 10-K for the year ended December 31, 2018 related to its audits of the consolidated financial statements and financial statement schedule, and the effectiveness of internal control over financial reporting. The Audit Committee has discussed with the independent registered public accounting firm the matters required by the applicable requirements of the Public Company Accounting Oversight Board. In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with them their independence from Corning and its management. The Audit Committee has considered whether the provision of permitted non-audit services by the independent registered public accounting firm to Corning is compatible with the auditor’s independence. Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors and the Board of Directors approved that the audited financial statements be included in Corning’s Annual Report on Form 10-K for the year ended December 31, 2018. The Audit Committee: Kurt M. Landgraf,Chair Donald W. Blair Leslie A. Brun Stephanie A. Burns Deborah A. Henretta Daniel P. Huttenlocher Deborah D. Rieman Mark S. Wrighton CORNING2019 PROXY STATEMENT      75 Table of Contents Proposal 4 Approval of the 2019 Equity Plan for Non-Employee Directors In 2010, Corning shareholders voted to approve the 2010 Equity Plan for Non-Employee Directors (the 2010 Plan), which was a continuation of a similar program first adopted in 2000 and amended in 2003 and 2006. The 2010 Plan enabled the Board from time to time to make discretionary awards of shares and/or grants of options to purchase shares of Corning’s common stock to non-employee directors. In February 2019, the Board approved the adoption of the 2019 Equity Plan for Non-Employee Directors (the 2019 Plan), which will replace the 2010 Plan, and directed it be submitted to shareholders for approval. The affirmative vote of the holders of a majority of the shares of Corning’s common stock cast at the 2019 Annual Meeting is required to approve the 2019 Plan. If shareholders approve, the 2019 Plan will become effective on the date of such approval and will continue until it expires on May 2, 2029 or until it is replaced by another plan. In the event shareholders do not approve, the 2019 Plan will not become effective and the 2010 Plan will continue until its scheduled expiration on May 1, 2020 or when shares are no longer available, whichever is earlier. Our Board of Directors recommends that you vote to approve the 2019 Plan. The 2019 Plan is intended to benefit the shareholders of Corning by providing a means to attract, retain and reward non-employee directors who contribute to the longer-term financial success of the Company and to align their interests with those of the shareholders by increasing their proprietary interest in the Company. As of March 1, 2019, options and restricted share units covering an aggregate of 946,855 shares of Corning’s common stock were outstanding under the 2010 Plan. On March 4, 2019, the closing price of Corning’s common stock was $34.88. The following is a summary of the principal features of the 2019 Plan. Every aspect of the 2019 Plan is not addressed in this summary.Shareholders are encouraged to read the full text of the 2019 Plan that is attached to this proxy statement as Appendix B. Frequently Asked Questions AboutSummary of the Meeting and Voting2019 Equity Plan for Non-Employee Directors Committee.The 2019 Plan is to be administered by the Compensation Committee (the Committee) of the Board of Directors. The Committee will determine (within the parameters specified in the 2019 Plan) when and to which eligible directors it may grant awards (collectively, Awards) of shares of the Company’s common stock (Shares) or options to purchase Shares (Options), in such type and magnitude, and subject to such terms and conditions, as it may determine. Effective Date of the 2019 Plan.The 2019 Plan is effective for Awards granted on or after May 2, 2019. Eligibility.Only directors of the Company who, at the time of grant of an Award, are not employees of the Company, are eligible to receive Awards under the 2019 Plan. Currently, 13 of Corning’s 14 directors are eligible to participate in the 2019 Plan. Available Shares.Subject to adjustment as contemplated by the 2019 Plan, the maximum number of Shares that may be used for Awards is 1,500,000. 76      CORNING2019 PROXY STATEMENT Table of Contents Proposal 4Approval of the 2019 Equity Plan for Non-Employee Directors Adjustments.The Committee will determine whether a corporate transaction, such as (but not limited to) any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares or other similar occurrence, has affected the price per Share or the number of Shares outstanding such that an adjustment to outstanding Awards is required to preserve (or prevent enlargement of) the benefits or potential benefits to be made available under the 2019 Plan. In the event of such a transaction, the Committee will, in such manner it deems equitable, adjust (i) the maximum number and kind of shares available under the 2019 Plan (ii) the number and kind of shares subject to outstanding Awards; and (iii) the exercise price of outstanding Options. If the Company is not the surviving corporation of a merger or other similar event, or in the event of a liquidation or reorganization of the Company, and in the absence of the surviving corporation’s assumption of outstanding Awards under the 2019 Plan, the Committee may provide for appropriate adjustment and/or settlement of Awards at either the time of grant or at a subsequent date. The Committee may also adjust Awards as it deems appropriate and consistent with the 2019 Plan’s purpose in the event of any other change of control of the Company. Annual Award Limits.The maximum number of Shares subject to Awards granted during a single fiscal year to any Director, taken together with any cash fees paid during the fiscal year to the Director in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $700,000 in total value. Types of Awards. Stock Options.Options represent a right to purchase a specified number of Shares during a specified period at a price per Share no less than one hundred percent (100%) of the closing price of a Share on the New York Stock Exchange (NYSE). No Option shall be “repriced” (e.g., by reducing the exercise price, cancelling the Option in exchange for another Option with a lower exercise price, or cancelling the Option for cash or another Award, other than in connection with a change in control or an equitable adjustment following an applicable corporate transaction) without shareholder approval. The Shares covered by an Option may be purchased by cash payment of the exercise price or such other means as the Committee may permit, including (i) tendering Shares valued using the market price at the time of exercise, (ii) authorizing a third party to sell Shares acquired on exercise of an Option and remitting to the Company a sufficient portion of sale proceeds to pay the exercise price or (iii) any combination of the above. All Options shall be non-qualified options. No Option shall have an expiration date later than ten years after its grant date. Unless otherwise provided by the Committee, each Option will terminate on the earliest of (1) the third anniversary of the date on which the grantee ceased to be a Director, (2) the date on which written notice of termination of the Option is given to the Director (or such later date specified in the notice), and (3) the Option’s expiration date. Stock Award.A stock award is a grant of Shares or a right to receive Shares (or their cash equivalent or a combination of both) in the future, subject to such conditions, restrictions and contingencies as the Committee shall determine. Stock Award Settlements and Payments.The Committee, in its discretion, will determine whether dividends or dividend equivalent payments will be paid or credited to a director’s account prior to the time that a Stock Award becomes vested. Stock awards may be settled through cash payments, the delivery of Shares, the granting of Awards or a combination thereof, as the Committee shall determine. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine. Amendments and Termination.Any amendments of the 2019 Plan will comply with NYSE listing requirements and any applicable legal requirements. The Board may amend the 2019 Plan as it deems necessary and appropriate to better achieve its purpose, provided, however, that: (i) the number of available Shares cannot be increased and (ii) an Option cannot be “repriced” unless an amendment is properly approved by the Company’s shareholders. Notwithstanding anything to the contrary in the Plan, the Board may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax- efficient manner and in compliance with local rules and regulations. The Board may suspend or terminate the 2019 Plan at any time. Any such suspension or termination shall not materially impair any outstanding Award granted under the 2019 Plan or the applicable director’s rights regarding such an Award. CORNING2019 PROXY STATEMENT      77 Table of Contents Proposal 4Approval of the 2019 Equity Plan for Non-Employee Directors Section 409A.The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder (“Section 409A”), such that no adverse tax consequences, interest, or penalties under Section 409A apply. The Committee may, without a participant’s consent, amend the 2019 Plan or any Awards, adopt policies and procedures, or take any other actions as are necessary or appropriate to preserve the 2019 intended tax treatment of Awards, including actions intended to (A) exempt the 2019 Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs or other interpretive authority that may be issued after an Award’s grant date. The Company will have no obligation to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any participant or any other person if any Award, compensation or other benefits under the 2019 Plan are determined to constitute “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A. New Plan Benefits Table.See “Director Compensation” on page 37 for information about awards made to directors under the 2010 Plan during fiscal year 2018. FOR Our Board unanimously recommends a vote FOR the approval of the 2019 Equity Plan for Non-Employee Directors. Equity Compensation Plan Information The following table shows the total number of outstanding options and shares available for other future issuances of options under all of our existing equity compensation plans, including the 2012 Long-Term Incentive Plan and our 2010 Equity Plan for Non-Employee Directors as of December 31, 2018. A B C Plan Category    Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights    Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights    Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column A) Equity Compensation Plans Approved by Security Holders(1) 20,285,069               $ 14.68 61,767,482 Equity Compensation Plans Not Approved Security Holders 0 0 Total 20,285,069 $ 14.68 61,767,482 (1) Shares indicated are total grants under the most recent shareholder approved plans as well as any shares remaining outstanding from any prior shareholder approved plans. 78      CORNING2019 PROXY STATEMENT Table of Contents Frequently Asked Questions About the Meeting and Voting Why Did You Send Me This Proxy Statement? We sent this proxy statement and the enclosed proxy card to you because our Board of Directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes information concerning the matters to be presented at the meeting and related information that will help you make an informed vote. This proxy statement and the accompanying proxy card are first being distributed or made available to shareholders on or about March 15, 2016.22, 2019. When and Where is the Annual Meeting? The Annual Meeting will be held on Thursday, April 28, 2016,May 2, 2019, at 11 a.m. Eastern Time, at The Corning Museum of Glass, Auditorium, One Museum Way, Corning, New York 14830. Who May Attend the Annual Meeting? The Annual Meeting is open to holders of our common shares who held such shares as of the meeting’s record date, February 29, 2016.March 4, 2019. To attend the meeting, you will need to register upon arrival. We may check for your name on our shareholders’ list and ask you to produce valid photo ID. If your shares are held in street name by your broker or bank, you should bring your most recent brokerage account statement or otherID and evidence of your share ownership. If we cannot verify that you own Corning shares, it is possible that you will not be admitted to the meeting. What Am I Voting On? AtThe following matters are scheduled for vote at the Annual Meeting, you will be voting:Meeting: ● To elect 13Election of 14 directors for a one-year term; ● To ratifyAdvisory approval of the Company’s executive compensation (Say on Pay); ● Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; 2019; ● To approveApproval of the Company’s executive compensation;2019 Equity Plan for Non-Employee Directors; and ● Any other matter, if any, asbusiness or action which may properly come before the meeting andAnnual Meeting or any adjournment or postponement of the Annual Meeting. CORNING2019 PROXY STATEMENT      79 Table of Contents Frequently Asked Questions About the Meeting and Voting How Do You Recommend That I Vote on These Items? The Board of Directors recommends that you vote your shares: ● FORall of the14 director nominees (Proposal 1); ● FOR the advisory approval of the compensation of the Company’s NEOs, as such information is disclosed in the Compensation Discussion & Analysis, the compensation tables and the accompanying disclosure (Say on Pay) (Proposal 2); ● FORratification of the Board’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20162019 (Proposal 2)3); and ● FORthe advisory approval of the compensation of the Company’s NEOs, as such information is disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying disclosure (commonly referred to as “Say on Pay”)2019 Equity Plan for Non-Employee Directors (Proposal 3)4). Who is Entitled to Vote? You may vote if you owned our common shares as of the close of business on February 29, 2016,March 4, 2019, the record date for the Annual Meeting. How Many Votes Do I Have? You are entitled to one vote for each common share you own. As of the close of business on February 29, 2016,March 4, 2019, we had 1,099,743,400785,218,735 common shares outstanding. The shares held in our treasury are not considered outstanding and will not be voted or considered present at the meeting. 66    CORNING INCORPORATED-2016 Proxy Statement Table of Contents Frequently Asked Questions About the Meeting and Voting How Do I Vote By Proxy Before the Annual Meeting? Before the meeting, registered shareholders may vote shares in one of the following three ways: ● By Internet atwww.proxyvote.comwww.investorvote.com/glw; ● By telephone (from the United States and Canada only) at1-(800)-652-VOTE (8683)-690-6903; and ● By mail by completing, signing, dating and returning the enclosed proxy card in the postage paid envelope provided (see instructions on proxy card). Please refer to the proxy card for further instructions on voting by Internet or telephone. Please use onlyone of the three ways to vote. If you hold shares in the account of or name of a broker, your ability to vote those shares by Internet and telephone depends on the voting procedures used by your broker, as explained below under“How “How Do I Vote If My Broker Holds My Shares In “Street Name”?” May I Vote My Shares in Person At the Annual Meeting? Yes. You may vote your shares at the meeting if you attend in person, even if you previously submitted a proxy card or voted by Internet or telephone. Whether or not you plan to attend the meeting, however, we strongly encourage you to vote your shares by proxy before the meeting. 80      CORNING2019 PROXY STATEMENT Table of Contents Frequently Asked Questions About the Meeting and Voting May I Change My Mind After I Vote? Yes. You may change your vote or revoke your proxy at any time before the polls close at the meeting. You may change your vote by: ● signing another proxy card with a later date and returning it to Corning’s Corporate Secretary at One Riverfront Plaza, Corning, NY 14831, prior to the meeting; ● voting again by Internet or telephone prior to the meeting; or ● voting again at the meeting. You also may revoke your proxy prior to the meeting without submitting any new vote by sending a written notice that you are withdrawing your vote to our Corporate Secretary at the address listed above. What Shares Are Included on My Proxy Card? Your proxy card includes shares held in your own name and shares held in any Corning plan. You may vote these shares by Internet, telephone or mail, as described on the enclosed proxy card. Your proxy card does not include any shares held in a brokerage account in the name of your bank or broker (such shares are said to be held in “street name”). How Do I Vote if I Participate in the Corning Investment Plan? If you hold shares in the Corning Investment Plan, which includes shares held in the Corning Stock Fund in the Company’s 401(k) plan, these shares have been added to your other holdings on your proxy card. Your completed proxy card serves as voting instructions to the trustee of the plan. You may direct the trustee to vote your plan shares by submitting your proxy vote for those shares, along with the rest of your shares, by Internet, telephone or mail, all as described on the enclosed proxy card. If you do not instruct the trustee to vote, your plan shares will be voted by the trustee in the same proportion that it votes shares in other plan accounts for which it did receive timely voting instructions. How Do I Vote if My Broker Holds My Shares in “Street Name”? If your shares are held in a brokerage account in the name of your bank or broker (this is called “street name”), those shares are not included in the total number of shares listed as owned by you on the enclosed proxy card. Instead, your bank or broker will send you directions on how to vote those shares. Will My Shares Held in Street Name be Voted if I Do Not Provide My Proxy? Under the New York Stock Exchange rules, if you own shares in “street name” through a broker and do not vote, your broker may not vote your shares on proposals determined to be “non-routine.” In such cases, the absence of voting instructions results in a “broker non-vote.” Broker non-voted shares count toward achieving a quorum requirement for the Annual Meeting, but they do not affect the determination of whether the non-routine matter is approved or rejected. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm is the only matter in this proxy statement considered to be a routine matter for which brokers will be permitted to vote on behalf of their clients, if no voting instructions are furnished. Since Proposals 1, 2 and 34 are non-routine matters, broker non-voted shares will not count as votes cast to affect the determination of whether those proposals are approved or rejected. Therefore, it is important that you provide voting instructions to your broker. CORNING INCORPORATED-2016 Proxy Statement    67 CORNING2019 PROXY STATEMENT      81 Table of Contents Frequently Asked Questions About the Meeting and Voting What if I Return My Proxy Card or Vote by Internet or Telephone but Do Not Specify How I Want to Vote? If you sign and return your proxy card or complete the Internet or telephone voting procedures, but do not specify how you want to vote your shares, we will vote them as follows: ● FORall of the14 director nominees (Proposal 1); ● FOR the advisory approval of the Company’s executive compensation, as such information is disclosed in the Compensation Discussion & Analysis, the compensation tables and the accompanying disclosure (Say on Pay) (Proposal 2); ● FORratification of the Board’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20162019 (Proposal 2)3); and ● FORthe advisory vote to approve the compensationapproval of the Company’s NEOs, as such information is disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying disclosure (commonly referred to as “Say on Pay”)2019 Equity Plan for Non-Employee Directors (Proposal 3). 4) If you participate in the Corning Investment Plan and do not submit timely voting instructions, the trustee of the plan will vote the shares in your plan account in the same proportion that it votes shares in other plan accounts for which it did receive timely voting instructions, as explained above under the question “How Do I Vote If I Participate In The Corning Investment Plan?” What Does it Mean if I Receive More Than One Proxy Card? If you received more than one proxy card, you have multiple accounts with your brokers or our transfer agent. Please vote all of these shares. We recommend that you contact your broker or our transfer agent to consolidate as many accounts as possible under the same name and address. YouIf you are registered holder, you may contact our transfer agent, Computershare Trust Company, N.A., at 1-(800)-255-0461. May Shareholders Ask Questions at the Annual Meeting? Yes. Our representatives will answer your questions of general interest to shareholders at the end of the meeting. In order to give a greater number of shareholders the opportunity to ask questions, we may impose certain procedural requirements, such as limiting repetitive or follow-up questions, or those of a personal nature. How Many Shares Must be Present to Hold the Meeting? In order for us to conduct our meeting, a majority of our outstanding common shares as of February 29, 2016,March 4, 2019, the record date for the meeting, must be present in person or by proxy at the meeting. This is called a quorum. Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by Internet, telephone or mail. 82      CORNING2019 PROXY STATEMENT Table of Contents Frequently Asked Questions About the Meeting and Voting What is the Vote Required for Each Proposal? Affirmative Vote Required Broker Discretionary Voting Allowed Proposal 1: Election of 14 director nominees       Broker Discretionary Voting Allowed Majority of votes cast at the meeting in person or by proxy       No Election Proposal 2: Advisory approval of 13 directorsthe Company’s executive compensation (Say on Pay) Majority of votes cast at the meeting in person or by proxy No Proposal 3: Ratification of the appointment of independent registered public accounting firm for fiscal year 20162019 Majority of votes cast at the meeting in person or by proxy Yes Advisory vote to approve the compensationProposal 4: Approval of the Company’s NEOs2019 Equity Plan for Non-Employee Directors Majority of votes cast at the meeting in person or by proxy No With respect to each Proposal,Proposals 1, 2, 3 and 4 you may vote “FOR”, “AGAINST” or “ABSTAIN”. If you “ABSTAIN” from voting on any of these Proposals, the abstention will not constitute a vote cast. How Will Voting on “Any Other Business” be Conducted? We have not received proper notice of, and are not aware of, any business to be transacted at the meeting other than as indicated in this proxy statement. If any other item or proposal properly comes before the meeting, the proxies received will be voted on those matters in accordance with the discretion of the proxy holders. Who Pays for the Solicitation of Proxies? Our Board of Directors is making this solicitation of proxies on behalf of the Company. The Company will pay the costs of the solicitation, including the costs for preparing, printing and mailing this proxy statement. We have hired Georgeson Inc.Innisfree M&A Incorporated to assist us in soliciting proxies. It may do so by telephone, in person or by other electronic communications. We anticipate paying GeorgesonInnisfree a fee of $21,000$25,000 plus expenses for these services. We also will reimburse brokers, nominees and fiduciaries for their costs in sending proxies and proxy materials to our shareholders so that you may vote your shares. Our directors, officers and regular employees may supplement Georgeson’sInnisfree’s proxy solicitation efforts by contacting you by telephone or electronic communication or in person. We will not pay directors, officers or other regular employees any additional compensation for their proxy solicitation efforts. 68    CORNING INCORPORATED-2016 Proxy Statement Table of Contents Frequently Asked Questions About the Meeting and Voting How Can I Find the Voting Results of the Annual Meeting? Following the conclusion of the Annual Meeting, we will include the voting results in a Form 8-K, which we expect to file with the Securities and Exchange Commission (the “SEC”) on or before May 4, 2016.8, 2019. CORNING2019 PROXY STATEMENT      83 Table of Contents Frequently Asked Questions About the Meeting and Voting How Do I Submit a Shareholder Proposal For, or Nominate a Director For Election at, Next Year’s Annual Meeting? Proposals for Inclusion in Next Year’s Proxy Statement SEC rules permit shareholders to submit proposals for inclusion in our proxy statement if the shareholder and the proposal meet the requirements specified in SEC Rule 14a-8. When to send these proposals:Any shareholder proposals submitted in accordance with SEC Rule 14a-8 must be received at our principal executive offices no later than the close of business on November 15, 2016.22, 2019. Where to send these proposals:Proposals should be addressed to Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831. What to include:Proposals must conform to and include the information required by SEC Rule 14a-8. Director Nominees for Inclusion in Next Year’s Proxy Statement In 2015, we amended ourOur by-laws to permit a group of shareholders (up to 20) who have owned a significant amountat least 3% of Corning’s common stock (at least 3%) for a significant amount of time (atat least 3 years) the abilityyears to submit director nominees (thefor the greater of two directors or 20% of our Board) for inclusionBoard. These director nominees will be included in our proxy statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our by-laws. When to send these proposals:notices of director nominees:NoticeNotices of director nominees submitted under these by-law provisions must be received no earlier than October 16, 201624, 2019 and no later than November 15, 2016.22, 2019. Where to send these proposals:notices of director nominees:ProposalsNotices should be addressed to Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831. What to include:NoticeNotices must include the information required by our by-laws, which are available on Corning’s website. Other Proposals or Nominees for Presentation at Next Year’s Annual Meeting Our by-laws require that any shareholder proposal, including director nominations, that is not submitted for inclusion in next year’s proxy statement (either under SEC Rule 14a-8 or our proxy access by-laws), but is instead sought to be presented directly at the 2017 annual meeting,2020 Annual Meeting, must be received at our principal executive offices no earlier than the 120thday and no later than the close of business on the 90thday prior to the first anniversary of the preceding year’s annual meeting. When to send these proposals:Shareholder proposals, including director nominations, submitted under these by-law provisions must be received no earlier than December 29, 2016January 3, 2020 and no later than January 28, 2017.February 2, 2020. Where to send these proposals:Proposals should be addressed to Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831. What to include:Proposals must include the information required by our by-laws, which are available on Corning’s website. Why Haven’t I Received a Printed Copy of the Proxy Statement or Annual Report? We are furnishing proxy materials to you online, as permitted by SEC rules, to expedite your receipt of materials while lowering costs and reducing the environmental impact of printing and mailing full sets of annual meeting materials. If you received by mail a notice of the electronic availability of these materials, you will not receive a printed copy unless you specifically request it. Such notice contains instructions on how to request a paper copy of the materials. 84      CORNING2019 PROXY STATEMENT Table of Contents Frequently Asked Questions About the Meeting and Voting Is the Proxy Statement Available on the Internet? Yes. Most shareholders will receive the proxy statement and other annual meeting materials online. If you received a paper copy, you can also view these documents online by accessing our website at www.corning.com/2016-proxy.corning.com/2019-proxy. You can elect to receive future proxy statements and annual reports by Internet instead of receiving paper copies by mail by following the instructions for making such election when you electronically vote your shares. CORNING INCORPORATED-2016 Proxy Statement      69 Table of Contents Frequently Asked Questions About the Meeting and Voting Are You “Householding” For Shareholders Sharing the Same Address? Yes. The SEC’s rules regarding the delivery to shareholders of proxy statements, annual reports, prospectuses and information statements permit us to deliver a single copy of these documents to an address shared by two or more of our shareholders. This method of delivery is referred to as “householding,” and can significantly reduce our printing and mailing costs. It also reduces the volume of mail you receive. This year, we are delivering only one proxy statement and 20152018 Annual Report to multiple registered shareholders sharing an address, unless we receive instructions to the contrary from one or more of the shareholders. We will still be required, however, to send you and each other shareholder at your address an individual proxy voting card. If you would like to receive more than one copy of this proxy statement and our 20152018 Annual Report, we will promptly send you additional copies upon written or oral request directed to our transfer agent, Computershare Trust Company, N.A.Broadridge Financial Solutions, Inc. (‘‘Broadridge’’), either by calling toll free at 1-(800)-255-0461.(866) 540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. The same phone number and mailing address may be used to notify us that you wish to receive a separate proxy statement or Annual Report in the future, or to request delivery of a single copy of a proxy statement or Annual Report if you are receiving multiple copies. Code of Ethics Our Board of Directors has adopted the Code of Ethics for the Chief Executive Officer and Financial Executives and the Code of Conduct for Directors and Executive Officers, which supplements the Code of Conduct governing all employees and directors. A copy of the Code of Ethics is available on our website at http://www.corning.com/worldwide/en/about-us/investor.corning.com/investor-relations/board-download-library.html.governance/overview/default.aspx. We will disclose any amendments to, or waivers from, the Code of Ethics on our website within four business days of such determination. During 2015,2018, no amendments to or waivers of the provisions of the Code of Ethics were made with respect to any of our directors or executive officers. Incorporation by Reference The Compensation Committee Report on page 4857 and the Report of Audit Committee of the Board of Directors on page 32,74, are not deemed filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by Corning under the Securities Act or the Exchange Act, except to the extent that Corning specifically incorporates such information by reference. In addition, this proxy statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this proxy statement. Additional Information This Proxy Statement,proxy statement, our 20152018 Annual Report, our Annual Report on Form 10-K, and all other filings with the SEC, each of the Board Committee Charters and the Corporate Governance Guidelines and Director Qualification Standards may be accessed via the Investor Relations page on Corning’s web sitewebsite at www.corning.com.corning.com. These documents are also available without charge upon a shareholder’s written or oral request to Investor Relations, Corning Incorporated, One Riverfront Plaza, Corning, NY, 14831, telephone number 1-(607)-974-9000. CORNING2019 PROXY STATEMENT      85 Table of Contents Appendix A Corning Incorporated and Subsidiary Companies Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures; Certain Definitions Corning’s core net sales, core earnings per share (EPS), and adjusted operating cash flow for compensation purposes (adjusted operating cash flow) are non-GAAP financial measures within the meaning of Regulation G of the Securities and Exchange Commission. Non-GAAP financial measures are notCertain Definitions Used in accordance with, or an alternative to, generally accepted accounting principles (GAAP). The Company believes presenting these non-GAAP measures is helpful to analyze financial performance without the impact of unusual items that may obscure trends in the Company’s underlying performance. Detailed reconciliations are provided below outlining the differences between these non-GAAP measures and the most directly comparable GAAP measures.this Proxy Statement: 70     CORNING INCORPORATEDTarget Debt-is total reported debt, plus operating lease adjustment, plus pension and other post-employment benefits (OPEB) adjustment. 2016 Proxy Statement Table of ContentsTarget EBITDA Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2015is earnings before interest, tax, depreciation and amortization, plus operating lease adjustment, plus pension and OPEB adjustment, plus stock compensation expense. (Unaudited; amounts in millions, except per share amounts)* * *    Per Share Net Income Adjusted earnings per share (EPS) and net income $ 1.40            $      1,882         Adjustments: Pension mark-to-market adjustment(a) (0.08 ) (105 ) Constant currency adjustments (JPY @ ¥99, KRW @ 1,100) and impact of foreign currency hedges related to       translated earnings(b) (0.26 ) (356 ) Equity earnings in affiliated companies(c) 0.02 33 Restructuring, impairment and other charges(d) (0.03 ) (42 ) Other(e) 0.00 (1 ) Discrete tax items and other tax-related adjustments(f) (0.03 ) (36 ) Acquisition-related costs(g) (0.03 ) (36 ) GAAP EPS and net income $ 1.00 $ 1,339 (a) Represents pension mark-to-market gains and losses arising from changes in actuarial assumptions and the difference between actual and expected returns on plan assets and discount rates. (b) Represents constant currency adjustments to our US GAAP results to reflect after-tax performance applying a ¥99 JPY and 1,100 KRW FX rate. Hedge Contracts: Represents the mark-to-market and realized net gain related to translated earnings contracts. (c) These adjustments relate to items which do not reflect expected on-going operating results of our affiliated companies, such as asset impairments, significant liability reserve reversals and other charges and settlements under “take-or-pay” contracts. (d) Represents restructuring, impairment and other charges, including goodwill impairment charges and other expenses and disposal costs not classified as restructuring expense. (e) Includes amounts related to the Pittsburgh Corning Corporation (PCC) asbestos litigation, impacts from the acquisition of Samsung Corning Precision Materials and post combination expenses related to an acquisition in the first quarter of 2015. (f) Represents the removal of discrete adjustments attributable to changes in tax law and changes in judgment about the realizability of certain deferred tax assets, as well as other non-operational tax-related adjustments, including the tax effect of transfer pricing out-of-period adjustment. (g) Includes intangible amortization, inventory valuation adjustments and external acquisition-related deal costs. CORNING INCORPORATED- 2016 Proxy Statement      71 Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 20142018 (Unaudited; amounts in millions, except per share amounts)    Per Share       Net Income    Adjusted earnings per share (EPS) and net income $ 1.53     $     2,185     Adjustments:        Mark-to-market adjustments (pension & hedge contracts) & realized hedge gains(a) 0.62 892        Constant currency adjustments (JPY @ ¥93, KRW @ 1,100)(b) (0.23 ) (332 )        Equity earnings in affiliated companies(c) (0.03 ) (38 )        Restructuring, impairment and other charges(d) (0.05 ) (66 )        Other(e) 0.00 5        Discrete tax items and other tax-related adjustments(f) (0.17 ) (240 )        Acquisition-related costs(g)       0.05 66 GAAP EPS and net income $ 1.73 $ 2,472 (a) Represents pension mark-to-market gains and losses arising from changes in actuarial assumptions and the difference between actual and expected returns on plan assets and discount rates. Hedge Contracts: Represents the mark-to-market and realized net gain related to translated earnings contracts. (b) Represents constant currency adjustments to our US GAAP results to reflect after-tax performance applying a ¥93 JPY and 1,100 KRW FX rate. (c) These adjustments relate to items which do not reflect expected on-going operating results of our affiliated companies, such as asset impairments, significant liability reserve reversals and other charges and settlements under “take-or-pay” contracts. (d) Represents restructuring, impairment and other charges, including goodwill impairment charges and other expenses and disposal costs not classified as restructuring expense. (e) Includes amounts related to the Pittsburgh Corning Corporation (PCC) asbestos litigation, adjustments to our estimated liability for environmental-related items and the settlement of litigation related to a small acquisition as well as the partial impact of non-restructuring related items due to the decision to liquidate a consolidated subsidiary. (f) Represents the removal of discrete adjustments attributable to changes in tax law and changes in judgment about the realizability of certain deferred tax assets, as well as other non-operational tax-related adjustments, including the tax effect of transfer pricing out-of-period adjustment. (g) Includes intangible amortization, inventory valuation adjustments and external acquisition-related deal costs.       Net sales       Net income       Earnings per Share As reported $11,290 $1,066 $1.13 Constant-currency adjustment(1) 108 127 0.13 Translation loss on Japanese 15 0.02 Translated earnings contract loss, net(3) 97 0.10 Acquisition-related costs(4) 103 0.11 Discrete tax items and other tax-related 79 0.08 Litigation, regulatory and other legal matters(6) 96 0.10 Restructuring, impairment and other charges(7) 96 0.10 Equity in earnings of affiliated companies(8) (119 ) (0.13 ) Pension mark-to-market adjustment(10) 113 0.12 Core performance measures $11,398 $1,673 $1.78 72     CORNING INCORPORATED- 2016 Proxy Statement TableSee Reconciliation of ContentsNon-GAAP Financial Measures to GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at Core Performance measures” for the descriptions of the footnoted reconciling items. Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 20132017 (Unaudited; amounts in millions, except per share amounts)       EPS Net Income    Adjusted earnings per share (EPS) and net income      $     1.19               $     1,740       Adjustments to GAAP Net Income and EPS:          Mark-to-market adjustments (pension & hedge contracts)(a) 0.15 214        Impact to plan of 2013 pension accounting change(b) 0.04 62        DCC-Hemlock operating results variance-to-plan(c) 0.04 56          DCC-Silicones – non-operating gains/losses(d) 0.01 21        Fluctuations in FX rates for Japanese yen outside specified range(e) 0.01 18        Gain on change in control of equity investment(f) 0.01 12        Tax expense adjustments (valuation allowances/law changes)(g) 0.00 3        Pittsburgh Corning settlement charges(h) (0.01 ) (13 )        Impact of acquisition-related costs(i) (0.03 ) (40 )        Restructuring Charges(j) (0.08 ) (112 ) GAAP EPS and net income $ 1.34 $ 1,961 Net sales Net income (Loss) Earnings per Share As reported       $10,116       $(497 )       $(0.66 ) Constant-currency adjustment(1) 142 138 0.15 Translation gain on Japanese yen-denominated debt(2) (9 ) (0.01 ) Translated earnings contract loss, net(3) 78 0.09 Acquisition-related costs(4) 59 0.07 Discrete tax items and other tax-related adjustments(5) 127 0.14 Litigation, regulatory and other legal matters(6) (9 ) (0.01 ) Restructuring, impairment and other charges(7) 62 0.07 Equity in earnings of affiliated companies(8) (97 ) (0.11 ) Adjustments related to acquisitions(9) 13 0.01 Pension mark-to-market adjustment(10) 14 0.02 Adjustments to remove the impacts of the Tax Cuts and Job Act of 2017(13) 1,755 1.96 Core performance measures $10,258 $1,634 $1.60 See Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at Core Performance measures” for the descriptions of the footnoted reconciling items. (a)     86 Represents pension mark-to-market gains and losses arising from changes in actuarial assumptions and the difference between actual and expected returns on plan assets and discount rates. Hedge Contracts: Mark-to-market gains are recorded on our purchased collars and average rate forwards related to translated earnings contracts. (b) Our 2013 budget assumed no change in pension accounting. For compensation purposes, we are excluding the favorable impact to plan that relates to the adoption of our current pension accounting reporting convention. (c) 2013 core earnings excludes earnings generated from DCC’s consolidated subsidiary, Hemlock Semiconductor (Hemlock). For compensation purposes, we are excluding the favorable impact to plan that was generated by the Hemlock business. (d) These adjustments relate to items which do not reflect expected on-going operating results of our affiliated companies, such as restructuring, impairment and other charges and settlements under “take-or-pay” contracts. (e) The adjustment after-tax in 2013 for foreign exchange fluctuations for the Japanese yen. (f) Adjustment of the gain as a result of certain changes to the shareholder agreement of an equity company occurring in the second quarter of 2013, resulting in Corning having a controlling interest that requires consolidation of this investment. (g) Provision for income taxes: this represents the removal of discrete adjustments attributable to changes in tax law and changes in judgment about the realizability of certain deferred tax assets. This item also includes the income tax effects of adjusting from a GAAP tax rate to a core earnings tax rate. (h) These adjustments relate to the Pittsburgh Corning Corporation (PCC) asbestos litigation. (i) These expenses include intangible amortization, inventory valuation adjustments and external acquisition-related deal costs. (j) Restructuring, impairments, and other charges.     CORNING2019 PROXY STATEMENT CORNING INCORPORATED- 2016 Proxy Statement    73 Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 20152016 (Unaudited; amounts in millions, except per share amounts)       Net sales       Net income       Earnings per Share As reported $9,390 $3,695 $3.23 Constant-currency adjustment(1) 50 65 0.06 Translated earnings contract loss, net(3) 282 0.25 Acquisition-related costs(4) 107 0.09 Discrete tax items and other tax-related adjustments(5) (27 ) (0.02 ) Litigation, regulatory and other legal matters(6) 70 0.06 Restructuring, impairment and other charges(7) 138 0.12 Equity in earnings of affiliated companies(8) (18 ) (0.02 ) Adjustments related to acquisitions(9) (42 ) (0.04 ) Pension mark-to-market adjustment(10) 44 0.04 Gain on realignment of equity investment(11) (2,676 ) (2.34 ) Taiwan power outage(12) 13 0.01 Core performance measures $9,440 $1,651 $1.44 See Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at Core Performance measures” for the descriptions of the footnoted reconciling items. CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF ADJUSTED OPERATING CASH FLOW TO NET CASH PROVIDED BY OPERATING ACTIVITIES Year Ended December 31, 2018 (Unaudited; amounts in millions) Adjusted Operating Cash Flow for Compensation Purposes of Corning Incorporated for the Year Ended December 31, 2015   Adjusted operating cash flow for compensation purposes $     3,219   Adjustments from GAAP Operating Cash Flow:          Translation losses on cash balances(a) 278        Restructuring cash(b) (35 )        Realized gain on foreign currency hedges related to translated earnings(c) (653 ) Net cash provided by operating activities - GAAP $ 2,809 Adjusted operating cash flow   $ 3,168 Adjustments from GAAP Net Cash Provided by Operating Activities Proceeds from settlement of initial contingent consideration asset(a) (196 ) Cash proceeds from realized gain on hedging instruments(b) (108 ) Translation gains on cash balances(c) 55 Net cash provided by operating activities $ 2,919 (a) Represents a budget to actual adjustment to arrive at the metric to calculate incentive compensation. (b) Represents the realized gain on translated earnings contracts. (c) Represents translation gains on Corning’s foreign cash balances CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF ADJUSTED OPERATING CASH FLOW LESS CAPITAL EXPENDITURES TO NET CASH PROVIDED BY OPERATING ACTIVITIES Year Ended December 31, 2018 (Unaudited; amounts in millions) Adjusted operating cash flow less capital expenditures $926 Adjustments from GAAP Net Cash Provided by Operating Activities: Translation gain on cash balances(a) 55 Proceeds from settlement of initial contingent consideration asset(b) (196 ) Realized gains on hedging instruments(c) (108 ) Capital expenditures(d) 2,242 Net cash provided by operating activities $2,919 (a) Represents translation gain on Corning’s foreign cash balances. (b) Represents a budget to actual adjustment to arrive at the metric to calculate incentive compensation. (c) Represents the realized gain on translated earnings contracts. (d) Represents Corning’s 2018 capital expenditures. CORNING2019 PROXY STATEMENT      87 Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF ADJUSTED OPERATING CASH FLOW LESS CAPITAL EXPENDITURES TO NET CASH PROVIDED BY OPERATING ACTIVITIES Year Ended December 31, 2017 (Unaudited; amounts in millions) Adjusted operating cash flow less capital expenditures $816 Adjustments from GAAP Net Cash Provided by Operating Activities Translation loss on cash balances(a) (342 ) Restructuring payments(b) (4 ) Realized gains on hedging instruments(c) (270 ) Capital expenditures(d) 1,804 Net cash provided by operating activities $2,004 (a) Represents translation losses on Corning’s foreign cash balances. (b) Represents a budget to actual adjustment to arrive at the metric to calculate incentive compensation. (c) Represents the 2015 realized gain on foreign currency hedges related to translated earnings (Japanese yen, Korean won and euro). 74     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2014 (Unaudited; amounts in millions, except per share amounts) Adjusted Operating Cash Flow for Compensation Purposes of Corning Incorporated for the Year Ended December 31, 2014   Adjusted operating cash flow for compensation purposes $     3,121   Adjustments from GAAP Operating Cash Flow:          Translation losses on cash balances(a)   447        Special dividends(b) 1,529        Restructuring cash(c) (28 )        Realized gain on foreign currency hedges related to translated earnings(d) (360 ) Net cash provided by operating activities - GAAP $ 4,709 (a)      Represents translation losses on Corning’s foreign cash balances. (b) One-time dividend from CPM received in Q1 2014 (c) Represents a budget to actual adjustment to arrive at the metric to calculate incentive compensation.contracts. (d) Represents the 2014 realized gain on foreign currency hedges related to translated earnings (Japanese yen and Korean won).Corning’s 2017 capital expenditures. CORNING INCORPORATED- 2016 Proxy Statement    75 Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2013 (Unaudited; amounts in millions, except per share amounts) Adjusted Operating Cash Flow for Compensation Purposes of Corning Incorporated for the Year Ended December 31, 2013    Adjusted operating cash flow for compensation purposes $      2,768     Adjustments from GAAP Operating Cash Flow:        Translation losses on cash balances(a) 179        Won FX collar (KRW 1073 vs collar at 1080-1180)(b)               Impact on dividends 3        Restructuring cash(c) (1 )        Impact of tax liabilities (JPY adjusted from 79 to 94)(d) (72 )        Realized gain on foreign currency hedges related to translated earnings(e) (90 ) Net cash provided by operating activities $ 2,787 (a)      Represents translation losses on Corning’s foreign cash balances. (b) Cash flow adjustments for foreign exchange fluctuations for the Japanese yen and South Korean won. (c) Represents a budget to actual adjustment to arrive at the metric to calculate incentive compensation. (d) Represents impact on deferred tax expenses as a result of a budgeted JPY FX adjustment from a rate of 79 to a rate of 94. (e) Represents the 2013 realized gain on purchased collars and average rate forward contracts we entered into in 2013 to hedge our exposure to movements in the Japanese yen and its impact on our net earnings. 76     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES (Unaudited) Core Earnings per Common Share The following table sets forth the computation of core basic and core diluted earnings per common share for the years ended December 31, 2015, 2014 and 2013 (in millions, except per share amounts): Year ended December 31,         2015       2014       2013    Core earnings attributable to Corning Incorporated* $     1,882 $     2,023 $     1,656    Less: Series A convertible preferred stock dividend 98 94   Core earnings available to common stockholders - basic 1,784 1,929 1,656 Add: Series A convertible preferred stock dividend 98 94 Core earnings available to common stockholders - diluted   $ 1,882 $ 2,023 $ 1,656   Weighted-average common shares outstanding - basic 1,219 1,305 1,452 Effect of dilutive securities: Stock options and other dilutive securities 9 12 10 Series A convertible preferred stock 115 110 Weighted-average common shares outstanding - diluted 1,343 1,427 1,462 Core basic earnings per common share $ 1.46 $ 1.48 $ 1.14 Core diluted earnings per common share $ 1.40 $ 1.42 $ 1.13 *      In the first quarter of 2015, we changed the yen-to-dollar management rate from ¥93 to ¥99 to closely align with the yen-denominated hedges entered into for the years 2015 through 2017. Prior periods presented have been recast based on the new rate. CORNING INCORPORATED- 2016 Proxy Statement    77 Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIESDISPLAY TECHNOLOGIES SEGMENT RECONCILIATION OF NON-GAAP FINANCIAL MEASURECORE NET SALES TO GAAP FINANCIAL MEASURENET SALES Year Ended December 31, 20152018 (Unaudited; amounts in millions, except per share amounts)millions) Year ended December 31, 2015           Net sales        Equity earnings        Income before income taxes        Net income        Effective tax rate        Earnings per share As reported $     9,111 $     299 $     1,486 $     1,339     9.9 %       $     1.00    Constant-yen(1) 687 6 567 423   0.31 Constant-won(1) 2 (2 ) (25 ) (19 ) (0.01 ) Foreign currency hedges related to translated earnings(2)   (80 ) (48 ) (0.04 ) Acquisition-related costs(3) 55 36 0.03 Discrete tax items and other tax-related adjustments(4)     36 0.03 Litigation, regulatory and other legal matters(5)   5 3 Restructuring, impairment and other charges(6) 46 42 0.03 Liquidation of subsidiary(7) Equity in earnings of affiliated companies(8) (34 ) (34 ) (33 ) (0.02 ) Impacts from the acquisition of Samsung Corning        Precision Materials(9) (20 )   (18 ) (0.01 ) Post-combination expenses(10) 25 16 0.01 Pension mark-to-market adjustment(11)   165 105 0.08 Core performance measures $ 9,800 $ 269 $ 2,190 $ 1,882      14.1 %    $ 1.40 Net sales As reported       $ 3,168 Constant-currency adjustment(1) 108 Core performance measures $ 3,276 See Corning Incorporated and Subsidiary Companies: UseReconciliation of Non-GAAP Financial Measures to GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at core performanceCore Performance measures” on page 86 for the descriptions of the footnoted reconciling items. 78     CORNING INCORPORATEDCORE PERFORMANCE MEASURES - 2016 Proxy Statement Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2014 (Unaudited; amounts in millions, except per share amounts) Year ended December 31, 2014       Net sales       Equity earnings       Income before income taxes       Net income       Effective tax rate       Earnings per share    As reported $      9,715 $      266 $      3,568 $      2,472 30.7% $      1.73    Constant-yen(1)* 240 1 197 144 0.10 Constant-won(1) 37 26 0.02 Foreign currency hedges related to translated earnings(2) (1,369 ) (916 ) (0.64 ) Acquisition-related costs(3) 74 57 0.04 Discrete tax items and other tax-related adjustments(4) 240 0.17 Litigation, regulatory and other legal matters(5) (1 ) (2 ) Restructuring, impairment and other charges(6) 86 66 0.05 Liquidation of subsidiary(7) (3 ) Equity in earnings of affiliated companies(8) 43 43 38 0.03 Gain on previously held equity investment(9) (394 ) (292 ) (0.20 ) Settlement of pre-existing contract(9) 320 320 0.22 Contingent consideration fair value adjustment(9) (249 ) (194 ) (0.14 )   Post-combination expenses(9) 72 55 0.04 Impacts from the acquisition of Samsung Corning        Precision Materials(9) (9 ) (12 ) (0.01 ) Pension mark-to-market adjustment(11) 29 24 0.02 Core performance measures $ 9,955 $ 310 $ 2,404 $ 2,023 15.8% $ 1.42 *      In the first quarter of 2015, we changed the yen-to-dollar management rate from ¥93 to ¥99 to closely align with the yen-denominated hedges entered into for the years 2015 through 2017. Prior periods presented have been recast based on the new rate. See Corning Incorporated and Subsidiary Companies: Use of Non-GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at core performance measures” on page 86 for the descriptions of the footnoted reconciling items. CORNING INCORPORATED- 2016 Proxy Statement    79 Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2013 (Unaudited; amounts in millions, except per share amounts) Year ended December 31, 2013 Net sales Equity earnings Income before income taxes Net income Effective tax rate Per share    As reported       $      7,819       $      547       $      2,473       $      1,961       20.7%       $      1.34    Constant-yen(1)* (39 ) (28 ) (53 ) (45 ) (0.03 ) Purchased collars and average rate forwards(2) (435 ) (287 ) (0.20 ) Other yen-related transactions(2) (99 ) (69 ) (0.05 ) Acquisition-related costs(3) 54 40 0.03 Discrete tax items and other tax-related adjustments(4) 9 0.01 Litigation, regulatory and other legal matters(5) 19 13 0.01 Restructuring, impairment and other charges(6) 67 46 0.03 Equity in earnings of affiliated companies(8) 42 42 44 0.02 Hemlock Semiconductor operating results(8) (31 ) (31 ) (30 ) (0.02 ) Hemlock Semiconductor non-operating results(8) 1 1 1 Pension mark-to-market adjustment(11) (30 ) (17 ) (0.01 ) Gain on change in control of equity investment(12) (17 ) (12 ) (0.01 ) Other 4 2 Core performance measures $ 7,780 $ 531 $ 1,995 $ 1,656 17.0% $ 1.13 *      In the first quarter of 2015, we changed the yen-to-dollar management rate from ¥93 to ¥99 to closely align with the yen-denominated hedges entered into for the years 2015 through 2017. Prior periods presented have been recast based on the new rate. See Corning Incorporated and Subsidiary Companies: Use of Non-GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at core performance measures” on page 86 for the descriptions of the footnoted reconciling items. 80     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Display Technologies Segment Years Ended December 31, 2015, 2014, and 2013 (Unaudited; amounts in millions) Year ended December 31, 2015 Year ended December 31, 2014 Year ended December 31, 2013         Sales         Net income         Sales         Net income         Sales         Net income    As reported $ 3,086 $ 1,095 $ 3,851 $ 1,396 $ 2,545 $ 1,293    Constant-yen(1)* 686 419 240 142 (38 ) (47 ) Constant-won(1) 2 (17 ) 27 Foreign currency hedges related to translated earnings(2) (416 ) (290 ) (90 ) Other yen-related transactions(2) (67 ) Acquisition-related costs(3) 37 8 Discrete tax items and other tax-related adjustments(4) 4 10 Restructuring, impairment, and other charges(6) 40 6 Equity in earnings of affiliated companies(8) 6 28 Other items related to the acquisition of Samsung Corning        Precision Materials(9) (10 ) 1 (121 ) Pension mark-to-market(11) 4 2 (8 ) Core performance $      3,774 $      1,075 $      4,092 $      1,243 $      2,507 $      1,133 *      In the first quarter of 2015, we changed the yen-to-dollar management rate from ¥93 to ¥99 to closely align with the yen-denominated hedges entered into for the years 2015 through 2017. Prior periods presented have been recast based on the new rate. See Corning Incorporated and Subsidiary Companies: Use of Non-GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at core performance measures” on page 86 for the descriptions of the footnoted reconciling items. CORNING INCORPORATED- 2016 Proxy Statement     81 Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Optical Communications Segment Years Ended December 31, 2015, 2014 and 2013 (Unaudited; amounts in millions) Year ended December 31, 2015 Year ended December 31, 2014 Year ended December 31, 2013            Sales         Net income         Sales         Net income         Sales         Net income    As reported $ 2,980 $ 237 $ 2,652 $ 194 $ 2,326 $ 189 Acquisition-related costs(3) 16 (2 ) 9 Litigation, regulatory and other legal matters(5) 13 Restructuring, impairment, and other charges(6) (1 ) 17 8 Liquidation of subsidiary(7) (2 ) Post combination expenses(10) 16 Pension mark-to-market(11) 13 (9 ) Gain on change in control(12) (11 ) Core performance $ 2,980 $ 281 $ 2,652 $ 220 $ 2,326 $ 186 See Corning Incorporated and Subsidiary Companies: Use of Non-GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at core performance measures” on page 86 for the descriptions of the footnoted reconciling items. 82     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Environmental Technologies Segment Years Ended December 31, 2015, 2014 and 2013 (Unaudited; amounts in millions)         Year ended December 31, 2015         Year ended December 31, 2014         Year ended December 31, 2013    Sales         Net income Sales         Net income Sales         Net income    As reported $ 1,053 $ 161 $ 1,092 $ 178 $ 919 $ 127   Restructuring, impairment, and other charges(6)   1 Pension mark-to-market(11) 5 (3 ) Core performance $      1,053 $      161 $      1,092 $      183 $      919 $      125 See Corning Incorporated and Subsidiary Companies: Use of Non-GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at core performance measures” on page 86 for the descriptions of the footnoted reconciling items. CORNING INCORPORATED- 2016 Proxy Statement     83 Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Specialty Materials Segment Years Ended December 31, 2015, 2014 and 2013 (Unaudited; amounts in millions) Year ended December 31, 2015 Year ended December 31, 2014 Year ended December 31, 2013            Sales         Net income         Sales         Net income         Sales         Net income    As reported $ 1,107 $ 167 $ 1,205 $ 138 $ 1,170 $ 181 Constant-yen(1)*   (6 ) (3 ) 2 Constant-won(1) (2 ) Foreign currency hedges related to translated earnings(2) 5 14 Acquisition-related costs(3) (1 ) 1 Restructuring, impairment, and other charges(6) 14 12 12 Pension mark-to-market(11) (2 ) Core performance $      1,107 $      178 $      1,205 $      160 $      1,170 $      194 *      In the first quarter of 2015, we changed the yen-to-dollar management rate from ¥93 to ¥99 to closely align with the yen-denominated hedges entered into for the years 2015 through 2017. Prior periods presented have been recast based on the new rate. See Corning Incorporated and Subsidiary Companies: Use of Non-GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at core performance measures” on page 86 for the descriptions of the footnoted reconciling items. 84     CORNING INCORPORATED- 2016 Proxy Statement Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Life Sciences Segment Years Ended December 31, 2015, 2014 and 2013 (Unaudited; amounts in millions)            Year ended December 31, 2015         Year ended December 31, 2014         Year ended December 31, 2013    Sales         Net income         Sales         Net income         Sales         Net income As reported $ 821 $ 61 $ 862 $ 67 $ 851 $ 68 Acquisition-related costs(3) 12   14 21 Restructuring, impairment, and other charges(6)   2 3 Pension mark-to-market(11) (3 ) Core performance $      821 $        73 $      862 $        83 $      851 $      89 See Corning Incorporated and Subsidiary Companies: Use of Non-GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at core performance measures” on page 86 for the descriptions of the footnoted reconciling items. CORNING INCORPORATED- 2016 Proxy Statement     85 Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES: Use of Non-GAAP Financial Measures In managing the Company and assessing our financial performance, we supplementadjust certain measures provided by our consolidated financial statements with measures adjusted to exclude certainspecific items to arrive at core performance measures. We believeThese items include gains and losses on our translated earnings contracts, acquisition-related costs, certain discrete tax items, restructuring and restructuring-related charges, certain litigation-related expenses, pension mark-to-market adjustments and other items which do not reflect on-going operating results of the Company or our equity affiliates. Additionally, Corning has adopted the use of constant currency reporting for our Display Technologies and Specialty Materials segments for the Japanese yen, South Korean won, Chinese yuan and New Taiwan dollar currencies. The Company believes that the use of constant currency reporting allows investors to understand our results without the volatility of currency fluctuations, and reflects the underlying economics of the translated earnings contracts used to mitigate the impact of changes in currency exchange rates on our earnings and cash flows. Corning also believes that reporting core performance measures provides investors greater transparency to the information used by our management team to make financial and operational decisions. Net sales, equity in earnings of affiliated companies, and net income are adjusted to exclude the impacts of changes in the Japanese yen and Korean won, the impact of the purchased and zero cost collars, average forward contracts and other yen-related transactions, acquisition-related costs, the 2013 results of the polysilicon business of our equity affiliate Dow Corning Corporation, discrete tax items, restructuring and restructuring-related charges, certain litigation and regulatory expenses, pension mark-to-market adjustments, and other items which do not reflect on-going operating results of the Company or our equity affiliates. These Core performance measures are not prepared in accordance with U.S. Generally Accepted Accounting Principles in the United States (“GAAP”). We believe investors should consider these non-GAAP measures in evaluating our results as they are more indicative of our core operating performance and how management evaluates our operational results and trends. These measures are not, and should not be viewed as a substitute for, U.S. GAAP reporting measures. The following With respect to the Company’s outlook for future periods, it is an explanation of each adjustment that management excluded as part ofnot possible to provide reconciliations for these non-GAAP financial measures as well as reasons for excluding each item:because the Company does not forecast the movement of the Japanese yen, South Korean won, Chinese yuan or New Taiwan dollar against the U.S. dollar, or other items that do not reflect ongoing operations, nor does it forecast items that have not yet occurred or are out of the Company’s control. As a result, the Company is unable to provide outlook information on a GAAP basis. ITEMS WHICH WE EXCLUDE FROM GAAP MEASURES TO ARRIVE AT CORE PERFORMANCE MEASURES Items which we exclude from GAAP measures to arrive at Corecore performance measures are as follows: (1) Constant-currency adjustments: adjustmentsConstant-yen: Because a significant portion of Display Technologies segment revenues are denominated in Japanese yen, and a significant portion of Display Technologies and Specialty Materials segment manufacturing costs are denominated in Japanese yen,Yen, Korean won, New Taiwan dollar and Chinese yuan, management believes it is important to understand the impact on core earnings of translating yenthese currencies into U.S. dollars. Presenting results on a constant-yenconstant-currency basis mitigates the translation impact of the Japanese yen, and allows management to evaluate performance period over period, analyze underlying trends in our businesses, and establish operational goals and forecasts. Constant-yen: As of January 1, 2015,2018, we useduse an internally derived management rate of ¥99,¥107, which is closely aligned to our current yen portfolio of foreign currency hedges, and have recast all periods presented based on this rate in order to effectively remove the impact of changes in the Japanese yen. Constant-won: FollowingAs of January 1, 2018, we use an internally derived management rate of ₩1,175, which is closely aligned to our current won portfolio of foreign currency hedges, and have recast all periods presented based on this rate. Constant-yuan: In January 2018, we began presenting results of the acquisition of Samsung Corning PrecisionDisplay Technologies and Specialty Materials and because a significant portion of Corning Precision Materials’ costs are denominated in Korean won, management believes it is important to understand the impact on core earnings from translating won into dollars. Presenting resultssegments on a constant-wonconstant-yuan basis mitigatesto mitigate the translation impact of the Korean won, and allows management to evaluate performance period over period, analyze underlying trends in our businesses, and establish operational goals and forecasts without the variability caused by the fluctuations caused by changes in the rate of this currency.currency on these segments. We use an internally derived management rate of 1,100,yuan 6.7, which is closely aligned to our current yuan portfolio of foreign currency hedges and consistent with historical prior period averagesaverages. 88      CORNING2019 PROXY STATEMENT Table of Contents Appendix A Constant-Taiwan dollar: In January 2018, we began presenting results of the won.Display Technologies and Specialty Materials segments on a constant-Taiwan dollar basis to mitigate the translation impact of this currency on these segments. We use an internally derived management rate of New Taiwan dollar 31, which is closely aligned to our current New Taiwan dollar portfolio of cash flow hedges, and approximates the 10-year historical average of the currency. (2) Translation (gain) loss on Japanese yen-denominated debtForeign currency hedges related: We have excluded the gain or loss on the translation of our yen-denominated debt to translatedU.S. dollars. (3) Translated earnings contract loss (gain): We have excluded the impact of the realized and unrealized gains and losses of our Japanese yen, South Korean won, Chinese yuan and New Taiwan dollar-denominated foreign currency hedges related to translated earnings, for each period presented.as well as the unrealized gains and losses of our euro and British pound-denominated foreign currency hedges related to translated earnings. (4) (3) Acquisition-related costs: These expenses include intangible amortization, inventory valuation adjustments and external acquisition-related deal costs. (5) (4) Discrete tax items and other tax-related adjustments: ThisFor 2018, this amount primarily relates to the preliminary IRS audit settlement offset by changes in judgment about the realizability of certain deferred tax assets. For 2017, this amount represents the removal of discrete adjustments attributable to(e.g., changes in tax law, other than those of the 2017 Tax Act which are set forth separately, and changes in judgment about the realizability of certain deferred tax assets,assets) as well as other non-operational tax-related adjustments, including the tax effect of transfer pricing out-of-period adjustments in 2014 and 2015.adjustments. (6) (5) Litigation, regulatory and other legal matters: Includes amounts related to the Pittsburgh Corning Corporation (PCC) asbestosthat reflect developments in commercial litigation, adjustments to our estimated liability for environmental-related itemsintellectual property disputes and other legal matters. (7) (6) Restructuring, impairment and other charges: This amount includes restructuring, impairment and other charges, including goodwill impairment charges andas well as other expenses which are not related to continuing operations and disposal costsare not classified as restructuring expense. (7) Liquidation of subsidiary: The partial impact of non-restructuring related items due to the decision to liquidate a consolidated subsidiary that is not significant. (8) Equity in earnings of affiliated companies: These adjustments relate to items which docosts not reflect expected on-going operating resultsrelated to continuing operations of our affiliated companies, such as restructuring, impairment and other charges and settlements, or modifications, under “take-or-pay” contracts. In 2013, we excluded the operating results of Dow Corning’s consolidated subsidiary Hemlock Semiconductor, a producer of polycrystalline silicon, to remove the impact of the severe unpredictability and instability in the polysilicon market. (9) Impacts from the acquisition of Samsung Corning Precision Materials: Pre-acquisition gains and losses on previously held equity investment and other gains and lossesAdjustments related to the acquisition, including post-combination expenses,acquisitions: Includes fair value adjustments to the Corning Precision Materials indemnity asset related to contingent consideration, post-combination expenses and the impact of the withholding tax on a dividend from Samsung Corning Precision Materials.other acquisition and disposal adjustments. (10) Post-combination expenses: Post-combination expenses incurred as a result of an acquisition in the first quarter of 2015. (11) Pension mark-to-market adjustment: Mark-to-marketDefined benefit pension mark-to-market gains and losses, which arise from changes in actuarial assumptions and the difference between actual and expected returns on plan assets and discount rates. (11) Gain on realignment of equity investment: Gain recorded upon the completion of the strategic realignment of our ownership interest in Dow Corning. (12) Taiwan power outage: Impact of the power outage that temporarily halted production at our Tainan, Taiwan manufacturing location in the second quarter of 2016. The impact includes asset write-offs and charges for facility repairs, offset somewhat by partial reimbursement through our insurance program. (13) Adjustments resulting from the 2017 Tax Act: Includes a provisional amount related to the one-time mandatory tax on unrepatriated foreign earnings, a provisional amount related to the remeasurement of U.S. deferred tax assets and liabilities, changes in valuation allowances as a result of the 2017 Tax Act, and adjustments for the elimination of excess foreign tax credit planning. CORNING2019 PROXY STATEMENT      89 Table of Contents Appendix B 2019 Equity Plan for Non-Employee Directors CORNING INCORPORATED 2019 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS 1. THE PLAN a. Purpose. This Corning Incorporated 2019 Equity Plan for Non-Employee Directors (as amended from time to time, the “Plan”) is intended to benefit the shareholders of Corning Incorporated (the “Corporation”) by providing a means to attract, retain and reward non-employee directors of the Corporation (“Directors”) who can and do contribute to the longer-term financial success of the Corporation and to increase their proprietary interest in the Corporation. b. Effective Date. The Plan replaces the 2010 Equity Plan For Non-Employee Directors and will become effective upon its approval by the affirmative vote of a majority of the votes cast at the Corporation’s 2019 Annual Meeting of Shareholders and shall continue until it expires on the tenth (10th) anniversary of its effective date or is replaced by another plan. 2. ADMINISTRATION a. Committee. The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”), provided, however, that from time to time the Board may assume, at its sole discretion, administration of the Plan. (12) b. Awards.The Committee may grant awards (collectively, “Gain onAwards”) under the Plan of shares of the Corporation’s common stock, par value $0.50 per share, (“Shares”) or options to purchase Shares, in such type and magnitude, and subject to such terms and conditions (including vesting and forfeiture rules or pursuant to a deferred compensation plan), as it shall determine. c. Powers and Authority. The Committee’s powers and authority under the Plan include, but are not limited to (i) permitting transferability of Awards to family members, trusts and partnerships for the benefit of participants and their family members, and as charitable donations; (ii) interpreting the Plan’s provisions; and (iii) administering the Plan in a manner that is consistent with its purpose. The Committee’s decisions in carrying out the Plan and its interpretation and construction of any provisions of the Plan or any Award, agreement or other instrument executed under the Plan shall be final and binding upon all persons. No members of the Committee shall be liable for any action or determination made in good faith in administering the Plan. 3. ELIGIBILITY Only Directors of the Corporation who, at the time of grant of an Award, are not employees of the Corporation shall be eligible to receive Awards under the Plan. 4. SHARES SUBJECT TO THE PLAN, ADJUSTMENTS AND AWARD LIMITS a. Maximum Shares Available for Delivery. Subject to adjustments under Section 4(b), the maximum number of Shares that may be delivered pursuant to Awards under the Plan, including pursuant to any deferred compensation plan for Directors shall be 1,500,000. b. Adjustments for Corporate Transactions. (i) The Committee shall determine whether a corporate transaction has affected the price per Share or the number of Shares outstanding such that an adjustment or adjustments to outstanding Awards are required to preserve (or prevent enlargement of) the benefits or potential benefits intended to be made available under the Plan at the time of grant of an Award. For this purpose, a corporate transaction will include, but is not limited to, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares, or other similar occurrence. In the event of such a corporate transaction, the Committee shall, in such manner as the Committee deems equitable, adjust (i) the number and kind of shares which may be delivered under the Plan pursuant to Section 4(a); (ii) the number and kind of shares subject to outstanding Awards; and (iii) the exercise price of outstanding Options. 90      CORNING2019 PROXY STATEMENT Table of Contents Appendix B (ii) In the event that the Corporation is not the surviving corporation of a merger, consolidation or amalgamation with another corporation, or in the event of a liquidation or reorganization of the Corporation, and in the absence of the surviving corporation’s assumption of outstanding Awards made under the Plan, the Committee may provide for appropriate adjustments and/or settlements of such Awards either at the time of grant or at a subsequent date. The Committee may also provide for adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s purpose in the event of any other change in control of equity investment: Gainthe Corporation. c. Annual Award Limits.The maximum number of Shares subject to Awards granted during a single fiscal year to any Director, taken together with any cash fees paid during the fiscal year to the Director in respect of the Director’s service as a resultmember of certain changesthe Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $700,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the Director receiving such additional compensation may not participate in the decision to award such compensation. 5. TYPES OF AWARDS a. General. The types of Awards that may be granted under the Plan include: (i) Stock Option. A stock option (“Option”) represents a right to purchase a specified number of Shares during a specified period at a price per Share which is no less than one hundred percent (100%) of the closing price of a Share on the New York Stock Exchange as of the grant date, as determined by the Committee. No Option shall be “repriced” (i.e., by reducing the exercise price, cancelling the Option in exchange for another Option with a lower exercise price, or cancelling the Option for cash or another Award, other than in connection with a change in control or an equitable adjustment under Section 4(b) above) without shareholder approval.The Shares covered by an Option may be purchased by means of a cash payment of the exercise price or such other means as the Committee may from time to time permit, including, without limitation, one or more of: (i) tendering Shares valued using the market price at the time of exercise, (ii) authorizing a third party to sell Shares (or a sufficient portion thereof) acquired upon exercise of an Option and to remit to the shareholder agreementCorporation a sufficient portion of the sale proceeds to pay the exercise price for all the Shares acquired through such exercise prior to the issuance of the Shares by the Corporation; or (iii) any combination of the above. All Options shall be non-qualified options. No Option granted under the Plan will have an expiration date later than ten years after its grant date. Unless otherwise provided by the Committee, each Option will terminate in its entirety on the earliest of (1) the third anniversary of the date on which the grantee ceased to be a Director, (2) the date on which written notice of termination of the Option is given to the Director (or such later date as is specified in that notice), and (3) the Option’s expiration date. (ii) Stock Award. A stock award is a grant of Shares or a right to receive Shares (or their cash equivalent or a combination of both) in the future (“Stock Award”), subject to such conditions, restrictions and contingencies as the Committee shall determine. 6. STOCK AWARD SETTLEMENTS AND PAYMENTS a. Dividends and Dividend Equivalents. The Committee, in its discretion, will determine whether dividends or dividend equivalent payments will be paid or credited to a Director’s account, prior to the time that a Stock Award becomes vested. b. Payments. Stock Awards may be settled through cash payments, the delivery of Shares, the granting of Awards or a combination thereof, as the Committee shall determine. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine. 7. PLAN AMENDMENT AND TERMINATION a. Amendments. Any Plan amendments will comply with the New York Stock Exchange listing requirements and any applicable legal requirements. The Board may amend this Plan as it deems necessary and appropriate to better achieve the Plan’s purpose, provided, however, that: (i) the Share limitation set forth in Section 4(a) cannot be increased and (ii) an Option cannot be “repriced” as set forth in Section 5 unless such an amendment is properly approved by the Corporation’s shareholders. Notwithstanding anything to the contrary in the Plan, the Board may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax- efficient manner and in compliance with local rules and regulations. b. Plan Suspension and Termination. The Board may suspend or terminate this Plan at any time. Any such suspension or termination shall not of itself materially impair any outstanding Award granted under the Plan or the applicable Director’s rights regarding such Award. 8. MISCELLANEOUS a. No Individual Rights. No person shall have any claim or right to be granted an Award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Director the right to be re-nominated or to continue to serve the Corporation, any subsidiary or related entity, in such capacity. b. Unfunded Plan. The Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Corporation and any Director or beneficiary of a Director. To the extent any person holds any obligation of the Corporation by virtue of an equity company, resultingAward granted under the Plan, such obligation shall merely constitute a general unsecured liability of the Corporation and accordingly shall not confer upon such person any right, title or interest in Corning having a controlling interest that requires consolidationany assets of this investment.the Corporation. 86     CORNING INCORPORATED- 2016 Proxy Statement CORNING2019 PROXY STATEMENT      91 Table of Contents Appendix B c. No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled. d. Governing Law. The validity, construction and effect of the Plan and any Award, agreement or other instrument issued under it shall be determined in accordance with the laws of the State of New York without reference to principles of conflict of law. e. Section 409A. The Corporation intends that all Awards be structured to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder (“Section 409A”), such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any agreement evidencing the grant of an Award to the contrary, the Committee may, without a participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Corporation makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Corporation will have no obligation under this Section 8(e) or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A. 92      CORNING2019 PROXY STATEMENT Table of Contents Who We Are What We Do For more than 167 years, Corning has applied its unparalleled expertise in glass science, ceramic science, and optical physics, along with its deep manufacturing and engineering capabilities, to develop products that transform industries and enhance people’s lives. Corning Incorporated One Riverfront Plaza Corning, NY 14831-0001 U.S.A. www.corning.com 02FI40118EN  © 2019 Corning Incorporated. All Rights Reserved. Table of Contents CORNING INCORPORATED ATTN: LINDA E. JOLLY ONE RIVERFRONT PLAZA, HQ E2-10 CORNING, NY 14831 SCAN TO VIEW MATERIALS &VOTE Throughout our history, Corning’s strong, visionary leadership has been guided by an enduring set of Values that define our relationships with employees, customers, and the communities in which we operate around the world.   IMPORTANT ANNUAL MEETING INFORMATION   Electronic Voting InstructionsVOTE BY INTERNET - www.proxyvote.comYou can vote by Internet or telephone!scan the QR Barcode above Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted byUse the Internet or telephone must be receivedto transmit your voting instructions and for electronic delivery of information. Vote by 8:00 a.m.,11:59 p.m. Eastern Time on May 1, 2019 for shares held directly and by 11:59 p.m. Eastern Time on April 28, 2016.29, 2019 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Vote by Internet ● Go towww.investorvote.com/glw ● Or scan the QR code with your smartphone ● Follow the steps outlined on the secure website ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by telephone11:59 p.m. Eastern Time on May 1, 2019 for shares held directly and by 11:59 p.m. Eastern Time on April 29, 2019 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL ● Call toll free 1-800-652-VOTE (8683) within the USA, US territories &Canada on a touch tone telephone. There isNO CHARGEto you for the call.Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ● Follow the instructions provided by the recorded message Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card IF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.  A  Election of Directors — The Board of Directors recommends a voteFORthe listed nominees. 1. Nominees: For Against Abstain For Against Abstain For Against Abstain 01 - Donald W. Blair ☐ ☐ ☐ 02 - Stephanie A. Burns ☐ ☐ ☐ 03 - John A. Canning, Jr. ☐ ☐ ☐ TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E61201-P16956       04 - Richard T. Clark ☐ ☐ ☐ 05 - Robert F. Cummings, Jr. ☐ ☐ ☐ 06 - Deborah A. Henretta ☐ ☐ ☐ KEEP THIS PORTION FOR YOUR RECORDS 07 - Daniel P. Huttenlocher ☐ ☐ ☐ 08 - Kurt M. Landgraf ☐ ☐ ☐ 09 - Kevin J. Martin ☐ ☐ ☐ DETACH AND RETURN THIS PORTION ONLY 10 - Deborah D. Rieman ☐ ☐ ☐ 11 - Hansel E. Tookes II ☐ ☐ ☐ 12 - Wendell P. Weeks ☐ ☐ ☐ 13 - Mark S. Wrighton ☐ ☐ ☐  B  Management’s Proposals — The Board of Directors recommends a vote FORProposals 2 and 3. For Against Abstain 2. Ratify the appointment of PricewaterhouseCoopers LLP as Corning’s independent registered public accounting firm for the fiscal year ending December 31, 2016. ☐ ☐ ☐ 3. Advisory vote to approve the Company’s executive compensation. ☐ ☐ ☐  C  Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. IF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy — Corning Incorporated PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 2016 MEETING OF SHAREHOLDERS APRIL 28, 2016 The undersigned hereby appoints Lawrence D. McRae and Wendell P. Weeks and each of them, proxies with full power of substitution, to vote as designated on the reverse side, on behalf of the undersigned all shares of Stock which the undersigned may be entitled to vote at the Meeting of Shareholders of Corning Incorporated on April 28, 2016, and any adjournments thereof, with all powers that the undersigned would possess if personally present. In their discretion, the proxies are hereby authorized to vote upon such other business as may properly come before the meeting and any adjournments or postponements thereof. If you are a current or former employee of Corning Incorporated and own shares of Corning common stock through a Corning Incorporated benefit plan, your share ownership as of February 29, 2016 is shown on this proxy card. Your vote will provide voting instructions to the trustees of the plans. If no instructions are given, the trustees will vote your shares as described in the proxy statement. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE. IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL LISTED NOMINEES AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS ON THE OTHER MATTERS REFERRED TO ON THE REVERSE SIDE HEREOF. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting April 28, 2016. The proxy statement and annual report to security holders are available at www.corning.com/2016-proxy.  D  Non-Voting Items Change of Address— Please print your new address below. Discontinue Duplicates Reports Meeting Attendance Mark the box to the right if you wish to discontinue receiving duplicate Annual Reports. ☐ Mark the box to the right if you plan to attend the Annual Meeting.  ☐ IF VOTING BY MAIL, YOUMUSTCOMPLETE SECTIONS A - D ON BOTH SIDES OF THIS CARD. *** Exercise YourRightto Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 28, 2016. CORNING INCORPORATED      The Board of Directors recommends you vote FOR the following proposals: 1. Election of Directors Nominees: For  Against Abstain 1a. Donald W. Blair ☐ ☐ ☐ 1b. Leslie A. Brun ☐ ☐ ☐ 1c. Stephanie A. Burns ☐ ☐ ☐ 1d. John A. Canning, Jr. ☐ ☐ ☐ 1e. Richard T. Clark ☐ ☐ ☐ 1f. Robert F. Cummings, Jr. ☐ ☐ ☐ 1g. Deborah A. Henretta ☐ ☐ ☐ 1h. Daniel P. Huttenlocher ☐ ☐ ☐ 1i. Kurt M. Landgraf ☐ ☐ ☐ 1j. Kevin J. Martin ☐ ☐ ☐ 1k. Deborah D. Rieman ☐ ☐ ☐ 1l. Hansel E. Tookes II ☐ ☐ ☐ Meeting Information   Meeting Type: Annual Meeting For holders as of: February 29, 2016 Date:April 28, 2016         Time:11:00 a.m. Eastern Time Location:  Corning Museum of Glass One Museum Way Corning, NY 14830   You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overviewFor Against Abstain 1m. Wendell P. Weeks ☐ ☐ ☐ 1n. Mark S. Wrighton ☐ ☐ ☐ 2. Advisory approval of the more complete proxy materials that are available to youCompany’s executive compensation (Say on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side)Pay). We encourage you to access and review all ☐ ☐ ☐ 3. Ratification of the important information contained inappointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions.fiscal year ending December 31, 2019. ☐ ☐ ☐ 4. Approval of the 2019 Equity Plan for Non-Employee Directors. ☐ ☐ ☐ Yes No Please indicate if you plan to attend this meeting. ☐ ☐ NOTE: Please sign EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Table of Contents Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. ▼PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼ E61202-P16956 — Before You Vote — How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT               ANNUAL REPORT               FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) and visit:www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for a copy. Please choose one of the following methods to make your request: 1)  BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 14, 2016 to facilitate timely delivery. — How To Vote — Please Choose One of the Following Voting Methods Vote In Person:If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions atwww.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. Vote By Internet:To vote now by Internet, go towww.proxyvote.com.Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form. Voting Items The Board of Directors recommends you vote FOR the following proposals:Corning Incorporated 1. Election of Directors Nominees: 1a. Donald W. Blair 1b. Stephanie A. Burns 1c. John A. Canning, Jr. 1d. Richard T. Clark 1e. Robert F. Cummings, Jr. 1f. Deborah A. Henretta 1g. Daniel P. Huttenlocher 1h. Kurt M. Landgraf 1i. Kevin J. Martin 1j. Deborah D. Rieman 1k. Hansel E. Tookes II 1l. Wendell P. Weeks 1m. Mark S. Wrighton PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 2019 MEETING OF SHAREHOLDERS MAY 2, 2019 The undersigned hereby appoints Lawrence D. McRae and Wendell P. Weeks and each of them, proxies with full power of substitution, to vote as designated on the reverse side, on behalf of the undersigned all shares of stock which the undersigned may be entitled to vote at the Meeting of Shareholders of Corning Incorporated on May 2, 2019, and any adjournments thereof, with all powers that the undersigned would possess if personally present. In their discretion, the proxies are hereby authorized to vote upon such other business as may properly come before the meeting and any adjournments or postponements thereof. If you are a current or former employee of Corning Incorporated and own shares of Corning common stock through a Corning Incorporated benefit plan, share ownership as of March 4, 2019 is shown on this proxy card. Your vote will provide voting instructions to the trustees of the plans. If no instructions are given, the trustees will vote shares as described in the proxy statement. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE. IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL LISTED NOMINEES AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS ON THE OTHER MATTERS REFERRED TO ON THE REVERSE SIDE HEREOF. 2. Ratify the appointment of PricewaterhouseCoopers LLP as Corning’s independent registered public accounting firm for the fiscal year ending December 31, 2016. 3. Advisory vote to approve the Company’s executive compensation. NOTE:Such other business as may properly come before the meeting or any adjournment thereof. Voting Instructions