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Proxy Statement Summary

Guiding our Company and our People through a Challenging Year: Our 2018 Performance HighlightsResponse to COVID-19 focused on our People, our Communities and Relief Efforts around the World

During 2020, Corning’s Values were evident in our actions as we faced and overcame numerous challenges as a result of the COVID-19 pandemic. We leveraged our portfolio capabilities to combat the pandemic by supplying technologies that help customers develop novel treatments and vaccines, provide mass testing, and accelerate vaccine production, all while prioritizing the health and safety of our employees and contributing to vital human services in our communities and around the world. We remained focused on keeping the Company strong to support our people, communities, customers, and shareholders, and our commitment to being a dedicated global citizen has never been stronger.

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2020 Performance Highlights: Overcoming Current Challenges and Driving Second-Half Growth

In 2020, we responded effectively to a challenging year. Our decisive action and operational execution resulted in our continued leadership in the capabilities that make Corning distinctive. Our response was focused on bolstering our financial strength—reducing production levels and operating costs, carefully managing inventory, reducing capital expenditures, and pausing share buybacks. While we took steps to adjust production, we didn’t reduce capacity, and as a result, we remained positioned to meet increasing demand as the economy improved. We continued to make strategic investments, and advanced major innovations with our customers, to capture growth across our market-access platforms. Most importantly, we developed multi-faceted programs to keep our employees safe, retain our talent, protect our financial health, and preserve the trust of Corning stakeholders.

Our first-half actions generated significant cost savings in the second half of the year. And as the economy improved, we effectively adjusted operations, keeping pace as demand began to recover in many of the markets we serve.

In 2020:

2020 QUARTER-OVER-QUARTER CORE NET SALES AND CORE EPS

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COVID-19 Impact on Compensation

In 2020 as the pandemic began, our focus shifted to navigating significant economic uncertainty while protecting our employees and our communities. Our primary objectives were to preserve the cash needed to ensure the financial health and stability of the Company and retain the talent we would need as we returned to growth.

Starting in February we implemented an adjusted operating plan focused on cash preservation. After initial discussions in April, our Compensation Committee approved the Shared Sacrifice, Shared Opportunity (SSSO) program in May, which we implemented effective June 1, 2020 with approximately 10,000 salaried employees participating globally. By exchanging a portion of salaried employees’ (and non-employee directors’) cash compensation for share-based compensation, we were able to preserve cash in the short-term, while aligning a large number of employees’ interests directly with those of shareholders by enabling them to be shareholders themselves, many for the first time. The SSSO’s three-year vesting schedule for equity awards encourages talent retention, and as Corning succeeds those employees who sacrificed a portion of their salaries and cash bonuses will be rewarded as well.

Under the SSSO we also cancelled our 2020 annual salary review cycle for salaried employees, ordinarily effective in July, suspended the company match in our U.S. Investment (401(k)) and Supplemental Investment Plans for U.S. salaried employees, and refocused unit-specific GoalSharing plans on the most important priorities for the second half of 2020 in light of the challenges of the pandemic.

More details about the SSSO program and other compensation actions we took in 2020 can be found in “Impact of COVID-19 on Compensation and Benefits” on page 55.

Our 2020 Results

*GAAP and Core Results include the impact of the HSG consolidation; however, the Compensation Committee exercised its discretion to exclude the impact of the HSG consolidation in measuring 2020 performance for compensation purposes.

CORE PERFORMANCE MEASURES

In managing the Company and assessing our financial performance, we adjust certain measures provided byin our consolidated financial statements withto arrive at measures that are not calculated in accordance with GAAPGenerally Accepted Accounting Principles (“GAAP”) and exclude specific items that are non-recurring, related to arrive atforeign exchange volatility, or unrelated to continuing operations. These measures are our Core Performance Measures. Our management uses Core Performance Measures, along with financial measures in accordance with GAAP, to make financial and operational decisions. We believe that sharing our Core Performance Measures with investors provides greater visibility into how we make business decisions. Accordingly, these measures also form the basis for our compensation program metrics.

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Proxy Statement Summary

Items that are excluded from certain Core Performance calculations include: gains and losses on our translated earnings contracts, acquisition-related costs, certain discrete tax items and other tax-related adjustments, restructuring, impairment losses and other charges or credits, certain litigation-related expenses, pension mark-to-market adjustments and other items which do not reflect on going operating results of the Company. More information on these items can be found in Appendix A.

Corning utilizes constant-currency reporting for our Display Technologies and Specialty Materials segments for the Japanese yen, South Korean won, Chinese yuan and new Taiwan dollar, and uses euro, Japanese yen and Chinese yuan constant currency reporting for our Environmental Technologies and Life Sciences segments. 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.

These non-GAAP measures are not an alternative to, or a replacement for, financial results determined in accordance with generally accepted accounting principles.GAAP. 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

Update on Our Leadership Priorities

STRATEGY & GROWTH FRAMEWORK

In 2019, we successfully completed our 2016-2019 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 designedFramework. Under the Framework, to create significant value for shareholders by focusing our portfoliowe outlined 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:Ourdemonstrated how Corning’s probability of success increases as we invest in our world-class capabilities. Corning is concentratingWe concentrate approximately 80% of itsour research, development and engineering investment andalong with 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 reapplyMarket-Access Platforms. This strategy allows us to quickly apply our talents and repurpose our assets. By combining capabilitiesassets across the company, as needed, to capture high-return opportunities.

Building on the success of the 2016-2019 Framework, we create higherannounced our 2020-2023 Strategy & Growth Framework, highlighting significant opportunities to sell more Corning content through each of our Market-Access Platforms. Under this new Framework, our leadership priorities and more sustainable advantages,our fundamental approach to capital allocation remain the same. We continue to focus our portfolio and ultimately, delighted customers.utilize our financial strength. We expect to generate strong operating cash flow as we move forward. We will continue to use our cash to grow, extend our leadership, and reward shareholders.

ANNUAL DIVIDENDS PER COMMON SHARE AND INCREASE OVER PRIOR YEAR

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Utilizing Our Financial Strength:

Environmental, Social and Governance Matters at Corning

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 expect to generatealso see in these commitments new ways of creating value for our shareholders, our employees, our customers, and deploy $26 to $30 billion through 2019. Wethe wider world.

In 2021, we plan to invest $10 billionpublish our inaugural Sustainability Report prepared in accordance with the Global Reporting Initiative Standards (GRI): Core Option with disclosures against the Sustainability Accounting Standards Board (SASB) Hardware Sustainability Accounting Standard. In the near term, information about our sustainability philosophy and program can be found at corning.com/sustainability.

Our Board and each of that amountits committees oversees matters related to growCorning’s ESG practices, performance 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.disclosures. For example:

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.

Our Director of Sustainability coordinates our Sustainability Working and Steering Committees, comprised of cross-functional management and senior leaders, respectively, which identify ongoing material ESG issues, coordinate the company’s short-and long-term sustainability goals and objectives, and monitor performance.

In 2020, Corning adopted 12 sustainability goals addressing 10 of our most material issues to drive progress toward those areas where we can achieve the greatest impact. Corning’s goals were adopted after a materiality assessment identified issues most important to the company and its stakeholders. The goals align with the Sustainable Development Goals (SDGs) below adopted by the United Nations in 2015 as a “blueprint to achieve a better and more sustainable future for all.”

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A Tradition of Delivering Value to Shareholders

Corning’s progress on its StrategyOur Environmental, Social, 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.Governance Goals

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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Our Commitment to Environmental, Social and Governance Issues

Corning demonstrates its commitment to environmental, social, governance and human capital matters, and its Values, in many ways that can be explored on our Sustainability website at corning.com/sustainability. Specifically:

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Supporting Sustainable Communities

Throughout its history, Corning has routinely made contributions to civic, educational, charitable, cultural and other institutions that improve the quality of life and increase the resources of the communities in which it operates, making Corning more attractive to employees.

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 2020, Corning donated $3.8 million to the Foundation, and the Foundation disbursed approximately $5 million, including grants made under the Foundation’s Employee Programs (Employee Matching Gifts, Dollars for Doers, Vibrant Community Grants and Excellence in Volunteerism Awards). Additional information about the Foundation can be found at corningfoundation.org.

Corning’s direct giving includes annual contributions to both local and international cultural and educational institutions. In particular, Corning is proud to support The Corning Museum of Glass (CMoG) – the world’s leading glass museum. Beyond just 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 uninhibited by traditional commercial boundaries. 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. Wendell P. Weeks (chairman and CEO), Jeffrey W. Evenson (executive vice president and chief strategy officer), Edward A. Schlesinger (senior vice president and corporate controller) and David L. Morse (executive vice president and chief technology officer) serve on the CMoG board of trustees. In 2020, Corning provided cash and non-cash contributions of services to CMoG of approximately $35.8 million.

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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 focused on science and math. Currently, children of Corning employees represent approximately 54% of its enrollment. In 2020, non-cash contributions totaled approximately $1.6 million and cash contributions totaled $210,000. Kim Frock Weeks (spouse of Wendell P. Weeks, our chairman and CEO) serves on the ASMS board of trustees and also serves as executive head of school, but receives no salary or benefits in this role.

2020 Executive Compensation Program

As shown below, in 2020 approximately 89% of our CEO’s target total compensation (excluding employee benefits and perquisites), and 81% of the other Named Executive Officers’ (NEOs) target total compensation (excluding employee benefits and perquisites), was variable and dependent on Corning’s operating performance or stock price.

2020 Compensation Components

CEO		ALL OTHER NEOs

RSUs – Restricted Stock Units
PSUs – Performance Stock Units
CPUs – Cash Performance Units

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2020 Pay Components

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2020 Compensation Plan Payout Percentages

The following table reflects our 2020 compensation plan’s payout percentages based on our 2020 financial performance:

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Our Director Nominees

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

*Audit = Audit Committee; Compensation = Compensation Committee; Corporate Responsibility = Corporate Responsibility and Sustainability Committee; Executive = Executive Committee; Finance = Finance Committee; Governance = Nominating and Corporate Governance Committee; Information Technology = Information Technology Committee

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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.

Shareholder Communication

Communicating with shareholders, particularly about our Strategy and Capital Allocation Framework,strategic priorities, is critically important to Corning. We communicate with our shareholders through a number of channels, including quarterly earnings calls, U.S. Securities and Exchange Commission (SEC) filings, Investor Days, investor conferences, our website atcorning.com and other electronic communications. Our executives and Board members also routinely engage with investors through in-person meetings and calls.

In addition to regular discussions regarding our Strategy and Capital Allocation Framework,strategic priorities, we also conduct outreach to the governance teams at our largest investors.shareholders. We value feedback from our shareholders and take it seriously.

In 2018,2020, as part of our shareholder outreach:

More information on our shareholder outreachengagement can be found on page 49.58.

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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.

Corning demonstrates its commitment to environmental, social, governance and human capital matters, and its Values, in many ways that can be explored on our Sustainability website atcorning.com/sustainability. Specifically:

●Corning is committed to protecting the environmentthrough the continuous improvement of our processes, products, and services.

●For over forty years, Corning has been aleader in developing clean-air technologies,investing more than $2 billion in the development of clean-air products and holding more than 600 environmental technology patents.In 2018, Corning won the European Commission’s Horizon 2020 Materials for Clean Air Awardfor developing an innovative solution to reduce particulate matter in the air.

●The U.S. Environmental Protection Agency has awarded Corning the ENERGY STAR^® Partner of the Year for the last 5 years.In 2018, ten of our global manufacturing facilities exceeded energy efficiency goals set by the U.S. Environmental Protection Agency’s ENERGY STAR^® Challenge for Industry.

●Corning made itsfirst investment in the China Clean Energy Fundin 2018, demonstrating its commitment to promoting renewable energy worldwide.

●In 2018, Corning’s commitment to positive environmental, social and governance-related business practices resulted in it receiving an“AA” rating by MSCI ESG Research, Inc., placing Corning among the top quartile of companies in our industry.

●In a significant milestone,Corning celebrated the 50^thanniversary of its formal Diversity and Inclusion initiative in 2018. What began in 1968 as a U.S.-centered, compliance focused effort today has grown into a movement for diversity and inclusion on a global scale. At Corning:

●women make up 40% of all employees, up from about 20% 15 years ago;

●in 2017 we achieved100% pay equityin the United States for men and women (and we run our model two to four times per year to ensure we maintain this equity) and are working to implement it globally; and

●since 2006 we haveincreased diversity from 23% to 42%in our Corporate Management Group, which includes the approximately 200 top leaders throughout our global organization, and increased diversity from 8% to 28% among corporate officers.

●Corning has received ascore of 100 on the Human Rights Campaign Corporate Equality Indexfor fourteen consecutive years

●Corning’sHuman Rights Policyoperates in conjunction with, and is mutually supportive of, ourCode of Conduct, ourSupplier Code of Conduct, our product stewardship programs, our global environmental, health and safety policies and procedures, and our compliance program. Together, these policies and practices demonstrate our firm commitment to respect and advance human rights. More information about these policies can be accessed through our Sustainability page linked above.

●For the third year in a row, Corning was named to the“Best-of-the-Best” Corporations for Inclusion list by the National Gay & Lesbian Chamber of Commerce, distinguishing Corning as one of the “Best Places to Work for LGBT Equality” and earneda score of 100 on the Disability Equality Indexand recognition as a “Best Place to Work” by the American Association of People with Disabilities and Disability:IN.

●Corning received recognition as aTop Supporter of Historically Black Colleges and Universities(HBCUs) for the fifteenth consecutive year by the Council of Engineering Deans of HBCUs.

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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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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

Pay Component		Tenor and Term		Role		Determination Factors
Base Salary		Reviewedannually; Paid biweekly		●Fixed portion of annual cash income		●Value of role in competitive marketplace ●Value of role to the Company ●Skills and performance ●Internal equity
Short-Term Incentives ●Cash - GoalSharing Plan ●Cash - Performance Incentive Plan (PIP)		Variable; earned amounts paidannuallyin February (Goalsharing) and March (PIP)		●Variable portion of annual cash income ●Focus executives on annual objectives that support the delivery of the short-term business plan		●GoalSharing awards apply to all employees, generally at 5% target based on annual corporate and business unit performance.  ●PIP target awards are set individually based on the competitive marketplace and level of experience ●PIP actual value earned relative to target is based on annual corporate performance against pre-set goals
Long-Term Incentives ●Cash Performance Units ●Restricted Share Units ●Stock Options		Variable; measured and paid (in the case of earned CPUs), or vested (in the case of RSUs and Options), at close of a3-year performance period		●Reinforce need for long-term sustained performance ●Focus executives on annual objectives that support the long-term strategy and creation of value ●Align the long-term interests of executives and shareholders ●Balance cash pay with equity ownership ●Encourage retention		●Target awards are based on competitive marketplace, level of executive, skills and performance ●Actual value earned relative to target is based on corporate performance against pre-set goals and stock price performance over the period ●CPU payout may be increased or decreased up to 10% based on ROIC performance over the three-year performance period.
All Other: ●Benefits ●Perquisites ●Severance Protection		Ongoing or Event-Driven		●Support the health and security of our executives, and their ability to plan for retirement ●Enhance executive productivity		●Competitive marketplace  ●Limited offerings beyond what is offered to all employees ●Level of executive ●Standards of good governance

Target Total Compensation

CEO		ALL OTHER NEOs

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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 Metrics and Why 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

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% PIP performance		25%		1.58%
Average Business Unit Performance		75%		4.83%
2018 performance result				6.41%

Long Term Incentives (LTI)

CASH (CASH PERFORMANCE UNITS – 60% OF LTI AWARD TARGET)
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 (above)				128%
2016-2018 average performance				112%

ROIC MODIFIER
	2016-2018 average CPU performance result    ×    ROIC Modifier	=	112%     ×     4.74%
	Final percentage of target amount of 2016 CPUs to be paid in 2018	=	117%

EQUITY
Award type		Percentage of LTI award target		Value
RESTRICTED STOCK UNITS		25%		Dependent upon Corning common stock price on the vesting date
OPTIONS		15%		Dependent upon Corning common stock price increase, if any, between time of the grant and time of exercise

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Corporate Governance and the Board of Directors

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, investor feedback, regulatory changes and recognized best practices. Corning also chooses to alignaligns 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.Principles.

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Corporate Governance and the Board of Directors

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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. If35. 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. In February 2021, the Board determined that, at the present time, our combined Chairman and CEO, supported by our strong Lead Independent Director, continues to provide appropriate leadership and oversight and ensures effective functioning of management and the Company.

When the Chair and CEO roles are combined, as it is currently, 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 promotesenhances 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 Director of the Board by the independent directors.directors effective February 3, 2021.

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Corporate Governance and the Board of Directors

Committees

As of April 1, 2021, the effective date of this proxy statement,Roger Ferguson’s Board membership, the Board haswill have 14 directors and the following sixseven committees: (1) Audit Committee; (2) Compensation Committee; (3) Corporate RelationsResponsibility and Sustainability Committee; (4) Executive Committee; (5) Finance Committee; (6) Information Technology Committee; and (6)(7) Nominating and Corporate Governance Committee. The Information Technology Committee was established in 2020 to assist the Board in its oversight of the Company’s information technology and digitization strategy and significant investments in support of such strategy, as well as risks related to information technology systems, data integrity and protection, business continuity, information security and cybersecurity. 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.default.aspx. Each committee reviews and reassesses the adequacy of theirits charter annually, conducts annual evaluations of theirits performance with respect to theirits 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

Board committee membership on committees of Corning’s Board is set forth in the following table.below. “C” denotes Chair of the committee.

Donald W. Blair

Leslie A. Brun

Stephanie A. Burns

Richard T. Clark

Robert F. Cummings, Jr.

Roger W. Ferguson, Jr.

Deborah A. Henretta

Daniel P. Huttenlocher

Kurt M. Landgraf

Kevin J. Martin

Deborah D. Rieman

Hansel E. Tookes II

Wendell P. Weeks

Mark S. Wrighton

Board Committees

Audit

g

g

g

g

g

C

g

g

Compensation

g

g

g

C

g

Corporate RelationsResponsibility and Sustainability

C

g

g

Executive

g

g

g

g

g

C

Finance

g

g

C

g

g

Information Technology

C

Nominating and Corporate Governance

g

g

g

g

C

The

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Corporate Governance and the Board of Directors

Corning’s Board of Directors met eight times in 2020. Its committees and their functions are as follows:

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Corporate Governance and the Board of Directors

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Corporate Governance and the Board of Directors

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Corporate Governance and the Board of Directors

Board Composition

Our Board is responsible for the oversight and success of our Company. We seek to maintain a mix of directors who bring strong leadership, diverse perspectives, a broad range of skills relevant to Corning and depth of experience to their positions. Our board is high-functioning and engaged. 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 wide range of views. Our Board includes three women, three 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 54 and 75 years. We also value the broad corporate governance experience of directors who have served on the boards of other public companies, which adds additional rigor to our governance and risk oversight practices.

CHARACTERISTICS OF OUR BOARD AS OF APRIL 1, 2021 (EXCLUDING OUR CEO)

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 relevant knowledge and experience, diversity of background, and expertise in areas including business, finance, accounting, science and technology, marketing, manufacturing, operations, international business, government and human capital management. The Committee assesses 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. Pursuant to the Company’s Corporate Governance Guidelines, the Committee actively seeks 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. The Board conducts an annual self-evaluation which helps identify skills and experiences to seek in future candidates that would benefit the Company, its stakeholders and the Board.

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, if any, 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 strategic priorities and, depending on the result of such inquiries, arrange for in-person meetings with the potential candidates.

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Corporate Governance and the Board of Directors

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 97 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 97 of this proxy statement.

Management Succession Planning

One of the Board’s primary responsibilities is ensuring that Corning has a high-performing management team in place. 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 Senior Leadership Team. The goal of this ongoing process is to maximize the pool of internal candidates able to assume top management positions with minimal business interruption. The Board regularly discusses succession planning for the chief executive officer and other senior management positions in executive sessions. The Board has regular engagement with various levels of management at Board and Committee meetings which gives directors additional exposure to the management pipeline.

In 2020, the Board oversaw the reorganization of our operating structure to align management and business teams around our five Market-Access Platforms. The structure includes a new Senior Leadership Team of twenty senior executives, representing a wealth of skills and knowledge developed over many years of service to the Company, whose leadership will be key as Corning navigates the COVID-19 pandemic and prepares for future growth. We believe the strength of this new structure and team is evident in our 2020 performance.

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”,“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 20162018 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 isare 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.

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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

There were no such transactions requiring review and approval in accordance with this policy during 2018.2020.

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 20182020 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 20182020 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.

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Corporate Governance and the Board of Directors

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.