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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.          )

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[   ]☐		Soliciting Material Pursuant tounder §240.14a-12

	CORNING INCORPORATED
	(Name of Registrant as Specified In Its Charter)
	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CORNING

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			2024 Notice of Annual Meeting of Shareholders & Proxy Statement

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“We continue to make solid progress advancing our market leadership, strengthening our profitability, and improving our cash flow generation, even in a lower-demand environment. In 2024, we will build on our actions and initiatives while continuing to create life-changing innovations that make the world just a little bit better.”

 

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Dear Fellow Shareholder,

Corning Incorporated will host its 2024 virtual Annual Meeting on May 2 at noon Eastern Time.

This meeting is your opportunity to hear about Corning’s 2023 accomplishments, performance, and innovations as well as our expectations for the future. During the meeting, shareholders will vote on the annual election of directors, the advisory approval of our executive compensation, and the ratification of Corning’s independent registered public accounting firm for 2024.

Longstanding shareholders know that life-changing innovation is our purpose and drives everything that we do. And the essence of what we do at Corning is invent, make, and sell innovations that make the world just a little bit better. We drive durable, multiyear growth by inventing category-defining products, developing scalable manufacturing platforms, and building strong, trust-based relationships with customers who are leaders in their industries.

At the start of 2023, we introduced plans to improve profitability and cash flow. Throughout the year, we took action to restore our productivity ratios to historical levels and raised prices to more appropriately share inflation with our customers. Our results demonstrate that we continue to make solid progress advancing market leadership, strengthening our profitability, and improving our cash flow generation even in the lower-demand environment that we are experiencing.

We entered 2024 operationally strong, and we remain confident that key industry growth drivers are intact. These include wireless, broadband, 5G, cloud computing, and artificial intelligence in Optical Communications, increased screen sizes in Display Technologies, tighter emission regulations that drive more and better filtration in Environmental Technologies, and the need for more advanced cover materials in Mobile Consumer Electronics. Therefore, we expect our markets to normalize in the midterm and return to growth. We are well-positioned to capture that growth with our strong market positions, established production capacity, and the necessary technical capabilities. This gives us the opportunity to deliver powerful incremental profit and cash to our shareholders.

Across our markets, we continue to move the world forward. I am proud that we continue to set the standard for durable, high-performance smartphone cover materials, such as Corning^® Gorilla^® Armor, which is featured on Samsung’s Galaxy S24 Ultra. I am proud that we continue to advance optical innovations in broadband, 5G, cloud computing, and artificial intelligence. And I am proud that we are advancing the driving experience by creating the next generation of automotive-interior displays; in fact, CES^® named our LivingHinge™ Technology a 2024 “Best of Innovation Honoree” for enabling displays to dynamically bend.

We are committed to making the world a better place, not only with our innovations, but also with our actions. Corning strengthens the economy and enhances the quality of life in the communities where we live and work with investments that include support for libraries, daycare centers, schools, arts and cultural organizations, economic development initiatives, and infrastructure improvements. And for the second year in a row, Corning received a score of 100 on the Human Rights Campaign Foundation’s Corporate Equality Index.

In 2024, we will build on our progress while continuing our mission to create life-changing innovations. I am grateful to our shareholders for being on this journey with us, and I look forward to sharing more details at the Annual Meeting.

You’ll find the formal meeting notice and the proxy statement in the following pages. I encourage you to vote your proxy card by phone or online by May 1 so your shares will be represented at the meeting.

Thank you for your investment in Corning and your participation in our governance process.

Sincerely,

 

Wendell P. Weeks

Chairman of the Board and Chief Executive Officer

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	Thursday, May 2, 2024
	2)12 noon Eastern Time
	Form, Schedule or Registration Statement No.:To be held virtually at: virtualshareholdermeeting.com/ GLW2024
		3)		Filing Party:
		4)		Date Filed:

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How to Attend Our
Annual Meeting:

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Dear Fellow Shareholder, I hope you will join Corning Incorporated’s Board of Directors, senior leadership, and other stakeholders for our 2021 VirtualOur 2024 Annual Meeting will be held in a virtual-only format. You will not be able to attend the Annual Meeting physically. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on April 29March 5, 2024. The live audio webcast of the meeting will begin promptly at 12 noon Eastern Time. This Online access to the meeting is your opportunitywill open 30 minutes prior to hear about Corning’s 2020 performance, accomplishments, and innovations as well as our expectations for 2021. It’s also a perfect opportunity to participate in our corporate governance process. Shareholders will vote on the annual election of directors, the advisory approval of the 2020 compensation for our named executive officers, the ratification of Corning’s independent registered public accounting firm for 2021, and the approval of our 2021 long-term incentive plan. The following pages contain the formal notice of meeting and the proxy statement. Iits start. We encourage you to signaccess the meeting in advance of the designated start time. To attend and returnvote your shares during the Annual Meeting, you will need to log in to virtualshareholdermeeting. com/GLW2024 using, (i) for record holders, the control number found on your proxy card or the notice you previously received, or (ii) for holders who own shares in street name through brokers, the control number issued to you by your brokerage firm. You may vote during the Annual Meeting by telephonefollowing the instructions available on the website during the meeting. If you do not have a control number, you may log in as a guest, although you will not be able to vote during the meeting. We urge you to vote and submit your proxy in advance of the meeting using one of the methods described in the proxy materials whether or Internet priornot you plan to April 29, 2021 soattend the Annual Meeting. You may vote your shares will be representedin advance at the meeting.ProxyVote.com. We are pleased to have delivered solid financial results during an extremely challenging year. As the impact of the pandemic unfolded, we took decisive action to reduce our operating costs, production levels, and capital expenditures while driving free cash flow generation. These actions created significant cost savings in the second half of the year. As the economy strengthened, we effectively adjusted operations, keeping pace as demand began to recover in many of the markets we serve. As a result of our adjusted plan, we delivered a strong second half and improved our financial strength. We are committed to making the world a better place, not only with our innovations, but also with our actions. In 2020, we used our capabilities to help combat COVID-19, keep people safe, and address challenges presented by the pandemic. Through funding from the U.S. government, we expanded the manufacturing capacity of Valor® Glass to help accelerate the delivery of COVID-19 vaccines. We prioritized the health and safety of our employees by implementing new screening measures, cleaning procedures, and workplace protocols. And we contributed to vital human services in our communities around the world, distributing food, donating medical supplies, and dispensing personal protective equipment in partnership with local businesses, medical professionals, and food banks. Furthermore, we created the Office of Racial Equality and Social Unity (ORESU). By leading the company’s continued efforts in diversity and inclusion, this office champions and influences change within Corning and the communities in which we live and work. ORESU leaders are focused on actions at the company, local, state, and national level and are evaluating effective ways to drive sustainable progress within our communities. In 2021, we will build on our actions and initiatives from the past year in support of all stakeholders. We are well-positioned to keep our company strong by supporting our people, communities, customers, and shareholders. I look forward to sharing more details at the Annual Meeting. Thank you for your investment in Corning and for your participation in our governance process. Sincerely, Wendell P. Weeks Chairman of the Board and Chief Executive Officer

CORNING 2021 PROXY STATEMENT

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Notice of 2021 Annual
Meeting of Shareholders

Thursday, April 29, 2021

12 noon Eastern Time

To be held virtually at: virtualshareholdermeeting.com/ GLW2021

Important Information Regarding Our Virtual Annual Meeting:

Due to the ongoing COVID-19 pandemic, our Board of Directors has determined to hold the Annual Meeting in a virtual-only format. You will not be able to attend the Annual Meeting physically.

You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 1, 2021. The live audio webcast of the meeting will begin promptly at 12 noon Eastern Time. Online access to the meeting will open 30 minutes prior to its start. We encourage you to access the meeting in advance of the designated start time.

To attend and vote your shares during the virtual Annual Meeting, you will need to log in to virtualshareholdermeeting.com/ GLW2021 using, (i) for record holders, the control number found on your proxy card, voting instruction form or the notice you previously received, or (ii) for holders who own shares in street name through brokers, the control number issued to you by your brokerage firm. You may vote during the virtual Annual Meeting by following the instructions available on the website during the meeting. If you do not have a control number, you may log in as a Guest, although you will not be able to vote during the meeting.

We urge you to vote and submit your proxy in advance of the meeting using one of the methods described in the proxy materials whether or not you plan to attend the Annual Meeting. You may vote your shares in advance at proxyvote.com.

ITEMS OF BUSINESS

1.

Election of 14 directors to our Board of Directors for the coming year;

2.

Advisory approval of our executive compensation (Say on Pay);

	3.	Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021;
4.	Approval of our 2021 Long-Term Incentive Plan;2024; and

5.

4.

Any other business or action whichthat may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

WHO CAN VOTE

You may vote at our 20212024 Annual Meeting if you were a shareholder of record at the close of business on March 1, 2021.

5, 2024.

Your vote is important to us. Please exercise your right to vote.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on April 29, 2021:May 2, 2024: our proxy statement, 2020our Annual Report on Form 10-K for the year ended December 31, 2023 and other materials are available on our website at corning.com/2021-proxy.2024-proxy.

 

Sincerely,

 

Linda E. Jolly

Vice President and Corporate Secretary
March 22, 2024

March 18, 2021

VOTE RIGHT AWAY

Your vote is very important. Please promptly submit your proxy or voting instructions by Internet, telephone or mail to ensure the presence of a quorum. You may also vote during our virtual Annual Meeting (subject to the circumstances described in the box at left). If you are a shareholder of record, you may vote during the meeting using the control number on the proxy card or the notice previously provided to you.you. If your shares are held in the name of a broker, nominee or other intermediary, such party can provide the control number to you. Shareholders without a control number may still attend the meeting as guests.

By telephone		By mail		By Internet
By telephone Dial toll-free 24/7 1-800-690-6903		By mail Cast your ballot, sign the proxy card and send by mail		By Internet Visit 24/7 proxyvote.comProxyVote.com

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5		Proxy Statement Summary	5
19		Corporate Governance and the Board of Directors	20
19	Corporate Governance	Corporate Governance20
21		Board Leadership Structure	22
21	Duties and Responsibilities	Lead Independent Director22
22	Committees	Committees23
23	Audit	Audit24
23	Compensation and Talent Management	Compensation24
23		Corporate Responsibility and Sustainability	24
23	Executive	Executive24
24	Finance	Finance25
24	Information Technology	Information Technology25
24		Nominating and Corporate Governance	25
25	Board Composition and Refreshment Process	Board Composition26
25	Management Succession Planning	Board Nomination and Refreshment Process28
26	Director Independence	Management Succession Planning28
26		Director Independence
27		Policy on Transactions with Related Persons	28
27		Compensation and Talent Management Committee Interlocks and Insider Participation	29
28	Risk Oversight	Risk Oversight29
29		Environmental, Social and Governance (ESG) Oversight
29		Risk Management in Action: Board Response to COVID-1931
31	Cybersecurity Oversight	31
Assessment of Company Culture	32
31		Compensation Risk Analysis	32
32		Board and Shareholder Meeting Attendance	33
32		Ethics and Conduct	33
32		Lobbying and Political Contributions Policy	33
32		Communications with Directors	33
33		Corporate Governance Materials Available on Corning’s Website	34

34		Proposal 1 Election of Directors	35
34		Board of Directors’ Qualifications and Experience	35
36		Corning’s Director Nominees	39

Director Compensation	51
2023 Director Compensation	51
43		Director Compensation
43		2020 Director Compensation
44		Directors’ Charitable Giving Programs	52
44		Changes to Director Compensation in 2021
46		Stock Ownership Information	54
46		Stock Ownership Guidelines	54
47	Delinquent Section 16(a) Reports	54
Beneficial Ownership Table	55
48		Proposal 2 Advisory Approval of Executive Compensation (Say on Pay)	56
48		Say on Pay Proposal	56
49		Compensation Discussion & Analysis	57
50	CD&A Table of Contents	Overview: How We Successfully Navigated a Challenging Year57
53	Executive Summary	Executive Summary58
55	2023 Performance Overview: A Focus on Adaptation and Operational Strength	Impact of COVID-19 on Compensation and Benefits61
59		20202023 Executive Compensation Program Details for NEOs	65
63		Compensation Peer Group	72
64		Compensation Program – Other Governance Matters	74
66	Compensation and Talent Management Committee Report	Compensation Committee Report75
67	2023 Compensation Tables	2020 Compensation Tables76
67		20202023 Summary Compensation Table	76
70		20202023 Grants of Plan-Based Awards	79
74		Outstanding Equity Awards at 20202023 Fiscal Year-End	82
76		Options Exercised and Shares Vested in 20202023	83
76	Retirement Plans	Retirement Plans83
78		Non-qualified Deferred Compensation	85
79		Arrangements with Named Executive Officers	86
82 Other Information	90
Pay Ratio Disclosure	90
Pay Versus Performance Table and Disclosures	91

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83		Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm	94
84		Fees Paid to Independent Registered Public Accounting Firm	95
85		Policy Regarding Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services of Independent Registered Public Accounting Firm	96
85		Report of the Audit Committee	96

87		Proposal 4 Approval of 2021 Long-Term Incentive Plan
93		Frequently Asked Questions About the Meeting and Voting	98

99		Code of Ethics	103
99		Incorporation by Reference	104
99		Additional Information	104
100		Appendix A	105
100		Corning Incorporated and Subsidiary Companies Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
104		Appendix B
104		Corning Incorporated 2021 Long-Term Incentive Plan105

Forward-Looking Statements and Materiality Disclaimer

The statements, estimates, projections, guidance or outlook contained in this document include “forward-looking” statements that are intended to take advantage of the “safe harbor” provisions of the federal securities law. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “hope,” “want,” “strive,” “aim,” “goal,” “target,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible,” and similar words are intended to identify forward-looking statements. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. Our actual future results, including the achievement of our targets, goals or commitments, could differ materially from our projected results as a result of changes in circumstances, assumptions not being realized, or other risks, uncertainties and factors. Such risks, uncertainties and factors include but are not limited to unexpected delays, difficulties, and expenses in executing against our environmental, climate, diversity and inclusion or other “ESG” targets, goals and commitments outlined in this document, or our ability execute our strategies in the time frame expected or at all, changes in laws or regulations affecting us, such as changes in data privacy, environmental, safety and health laws and the risk factors discussed in our filings with the U.S. Securities and Exchange Commission, including our annual reports on Form 10-K and quarterly reports on Form 10-Q.

Historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward-looking and other statements in this document may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word “material” or “materiality” in this document.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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Proxy Statement Summary

 

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. As used in this proxy statement, “Corning,” the “Company” and “we” may refer to Corning Incorporated itself, one or more of its subsidiaries, or Corning Incorporated and its consolidated subsidiaries.

Annual Meeting of Shareholders

Date and Time

April 29, 2021, 12 noon Eastern Time

To be held virtually at: virtualshareholdermeeting.com/ GLW2021

Record Date

March 1, 2021

Admission

See the instructions contained in “Frequently Asked Questions about the Meeting and Voting” on page 93.

On March 18, 2021, we posted this proxy statement and our 2020 Annual Report on Form 10-K on our website at corning.com/2021-proxy and began mailing them to shareholders who requested paper copies.

Proposals That Require Your Vote

Proposal		Board Vote Recommendation		More Information
1	Election of 14 directors		For Each Nominee		page 3435
2	Advisory approval of our executive compensation (Say on Pay)	For	For		page 4856
3	Ratification of appointment of independent registered public accounting firm	For	page 94

	Annual Meeting of Shareholders
For	Date and Time: May 2, 2024, 12 noon Eastern Time
page 83	To be held virtually at: virtualshareholdermeeting. com/GLW2024
4	Approval of our 2021 Long-Term Incentive PlanRecord Date: March 5, 2024
For	Admission: See the instructions contained in “Frequently Asked Questions about the Meeting and Voting” on page 98. On March 22, 2024, we posted this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 on our website at corning.com/2024-proxy and began mailing them to shareholders who requested paper copies.

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Proxy Statement Summary

Business Information – Who We Are

Corning is one ofvital to progress – in the world’s leading innovatorsindustries we help advance and in materials science.the world we share. For more than 170 years, Corning has appliedcombined its unparalleled expertise in specialty glass ceramicsscience, ceramic science and optical physics with deep manufacturing and engineering capabilities to develop category-defining products that have created newtransform industries transformedand enhance people’s liveslives.

Our materials science and unleashed significant new capabilities.manufacturing expertise, boundless curiosity and commitment to purposeful invention place us at the center of the way the world works, learns and lives. In addition, our sustained investment in research, development and engineering capabilities means we are always ready to solve the toughest challenges alongside our customers. Our innovation approach delivers long-term value for Corning and its shareholders.

We are best-in-the-world in three core technologies, four manufacturing and engineering platforms, and five market-access platforms. Corning directs 80 percent or more of our resources to opportunities that draw from at least two of these capabilities sets. We believe this approach increases our likelihood of success, reduces the cost of innovation, creates higher barriers to entry for our competitors, and ultimately delights our customers.

 

The core of what we do is invent, make, and sell. We create value by inventing category-defining products, developing scalable manufacturing platforms, and building strong, trust-based relationships with customers who are leaders in their industries.

—Wendell P. Weeks, Chairman and Chief Executive Officer

Our reportable segments are as follows:

Reportable Segments*		20202023 Core Net Sales %		SegmentsSegment Description
Optical Communications		manufactures carrier and enterprise network components and solutions for the telecommunications industry
Display Technologies				manufactures high quality glass substrates for flat panel displays including liquid crystal displays and other high-performance display panelsorganic light-emitting diodes
Optical Communications				manufactures carrier and enterprise network solutions for the telecom and data center industries
Specialty Materials				manufactures products that provide more than 150 material formulations for glass, glass ceramics and fluoride crystalsother advanced optic materials to meet demand for unique customera wide range of advanced needs in diverse industries
Environmental Technologies				manufactures ceramic substrates and filters for automotive and dieselemissions control systems in mobile applications
Life Sciences				develops, manufactures glass and plasticsupplies labware, equipment, media, serum and reagents to provideenable workflow solutions for drug developmentdiscovery and emerging cell and gene therapiesbioproduction

*All other segmentsbusinesses that do not meet the quantitative threshold for separate reporting arehave been grouped as “All Other.“Hemlock and Emerging Growth Businesses.” ThisNet sales for this group is comprised of the pharmaceutical technologies auto glass, new product lines and development projects, as well as other businesses and certain corporate investments. The Company obtained a controlling interest inare mainly attributable to Hemlock Semiconductor Group (“HSG”) during(HSG), an operating segment producing solar and semiconductor products. The Emerging Growth Businesses consists primarily of our pharmaceutical technologies business, automotive glass solutions business and the third quarteremerging innovations group. Hemlock and Emerging Growth Businesses represented 10% of 2020 and has consolidated results in “All Other” as of September 9, 2020. All Other represented 4% of Corning’s core net sales in 2020.

our 2023 Core Net Sales.

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Proxy Statement Summary

Guiding our Company and our People through a Challenging Year: Our Response 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.

2023 Results

We prioritized the safety of our employees, workplaces, and communities while delivering for customers and contributing to public-health and economic-relief efforts

Protect & Retain Employees2023 GAAP Results	$12,588 million Net Sales	Supporting Relief Efforts $0.68 (diluted Earnings Per Share)
2023 Core Results*	$13,580 million Core Net Sales	$1.70 (diluted Earnings Per Share)
2023 Cash Flow Results	•   Our primary concern amidst the global COVID-19 pandemic has been the health and safety of our employees$2,005 •   Many of Corning’s manufacturing facilities were deemed essential, and recognizing the challenges our employees faced, we provided additionalcompensation for front-line employees who continuedto work onsite in our production facilities •   We further ensured safety in our facilities by enhancingcleaning procedures at all locations and implementing new measures for site visitations and entry screenings •   We implemented workmillion Cash Flows from home and employee furloughs for employees who could take advantage of such initiatives in order to protect and retain talent •   We enacted the Shared Sacrifice, Shared Opportunity program as part of a multi-faceted set of actions designed to help preserve cash, retain talent and align the interests of employees with those of shareholders Operating Activities		•   Corning is playing a vital role in supporting COVID-19 relief efforts$880 •   The Company has donated thousands of 384-well microplates, used to screen drug compounds, to expedite the discovery of drugs that might be effective in treating COVID-19, and donated PPE to front-line medical workers in our local communities •   The Company was awarded $204 million in funding to expand Valor® Glass manufacturing capacity to support vaccine packaging •   We have entered several long-term agreements withmajor customers for COVID-19 molecular diagnostic testing and antibody detection kits •   We established our UNITY Campaign to support vitalhuman services and emergency relief in communities around the world. Adjusted Free Cash Flow*

“We plan to build on the global relevance of our portfolio and emerge stronger from the present uncertain environment” - Wendell Weeks, Chairman and CEO

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Table of Contents*Refer to Appendix A for more information.

Proxy Statement Summary

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.

Our results tell the story. Core net sales were down 12% in the first half as most economies were impacted by pandemic-related lockdowns. But in the second half, we improved core net sales 24% over the first half while expanding core operating margin 122%, returning to year-over-year growth, and generating strong free cash flow. For the year, we generated almost a billion dollars of free cash flow, and our balance sheet remains strong.

In 2020:

•	We protected our financial health by cutting costs and driving free cash flow generation
•	In our Life Sciences segment, Corning stepped forward to support three leading vaccine distributors and continues to see strong demand for consumable products used in COVID-19 applications including molecular diagnostic testing, clinical trials, and vaccine testing
•	In Specialty Materials, innovation adoption drove core net sales up 18% year over year despite a declining smartphone market
•	Environmental Technologies’ recovery pace was faster than the market, driven by more Corning content across both the automotive and diesel businesses and highlighted by year-over-year growth in gas particulate filter sales as adoption continues in China and Europe
•	Optical Communications returned to growth as customers increase spending to support growing bandwidth requirements
•	Display began the ramp of its new Gen 10.5 plants in China in both Wuhan and Guangzhou, positioning the Company well to capture the fast-growing demand for large televisions
•	The Company gained a majority share of Hemlock Semiconductor Group (“HSG”), enabling the consolidation of its stable financials with no net cash outlay by Corning

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

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Proxy Statement Summary

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

	Net Sales	Earnings per Share	Net Cash Provided By Operating Activities
2020 GAAP Results	$11,303 million	$0.54 (diluted)	$2,180 million
2020 Core Results*	$11,452 million Core Net Sales	$1.39 (diluted) Core EPS	$2.325 million

*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 included in our consolidated financial statements to arrive at measures that are not calculated in accordance with Generally Accepted Accounting Principlesaccounting principles generally accepted in the United States of America (“GAAP”) and exclude specific items that are non-recurring, related to foreign 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 metricsmetrics..

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Proxy Statement Summary

Items that are excluded from certain Core Performance calculations include: gains and losses on ourthe impact of translating Japanese yen-denominated debt, the impact of translated earnings contracts, acquisition-related costs, certain discrete tax items and other tax-related adjustments, restructuring, impairment losses and other charges orand credits, certain litigation-related expenses,litigation, regulatory and other legal matters, 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, andEnvironmental Technologies, Specialty Materials and Life Sciences segments for the Japanese yen, South Korean won, Chinese yuan, and newNew Taiwan dollar, and usesthe euro, Japanese yen and Chinese yuan constant currency reporting for our Environmental Technologies and Life Sciences segments.as applicable to the segment. 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 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 measuresmeasures..

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2023 Performance Highlights: Delivering Operational Objectives

At the start of 2023, we introduced plans to improve profitability and cash flow. Throughout the year, we took action to restore our productivity ratios to historical levels and to raise price to more appropriately share inflation with our customers. Our Leadership Prioritiesresults demonstrated that we continue to make solid progress advancing market leadership, strengthening our profitability, and improving our cash flow generation even in the lower-demand environment that we are experiencing.

Although demand in most of our markets is temporarily depressed due to supply chain corrections and macroeconomic factors, we are entering 2024 operationally strong and we remain confident that key industry growth drivers are intact: specifically, wireless, broadband, 5G, cloud computing and advanced artificial intelligence in Optical communications, increased screen sizes in Display Technologies, tighter emission regulations that drive more and better filtration in Environmental Technologies and the need for more and more advanced cover materials in Mobile Consumer Electronics. Additionally, we have built competitively-advantaged positions in the markets in which we participate and we believe we are the technology leader, as well as the lowest-cost producer, in those markets.

STRATEGY & GROWTH FRAMEWORK

In 2019, we successfully completed our 2016-2019 Strategy and Capital Allocation Framework. Under the Framework, we outlined and demonstrated how Corning’s probability of success increasesTherefore, as we investexpect our markets to normalize in our world-class capabilities. We concentrate approximately 80% of our research, developmentthe midterm, we believe we are well-positioned with the production capacity and engineering investment along with capital spending on a cohesive set of three core technologies, four manufacturing and engineering platforms, and five Market-Access Platforms. This strategy allows us to quickly apply our talents and repurpose our assets across the company, as needed,technical capabilities necessary to capture high-return opportunities.

Building on the success of the 2016-2019 Framework, we announced 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 prioritiesgrowth opportunity and our fundamental approach to capital allocation remain the same. We continue to focus our portfoliodeliver powerful incremental profit and 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.

2023 HIGHLIGHTS

Although

•

Helping industry leaders advance the form and function of smartphones through step changes in 2020 we paused share repurchases dueengineered glass and glass-ceramics.

•

Color-infused glass: Corning built on its deep relationship with Apple to deliver durable color-infused glass – a first for any smartphone – for the uncertain economic environment, overiPhone 15 and iPhone 15 Plus. Apple’s new devices also feature Ceramic Shield, a highly transparent, color-free glass-ceramic, which offers unparalleled durability and toughness for smartphones.

•

Ultra-thin bendable glass: For half a century, Corning has helped propel display and cover glass technologies in Korea – a global consumer-electronics innovation hotspot – with industry leaders like Samsung. Building on these relationships, Corning announced plans to expand capabilities in the region and create a hub for ultra-thin bendable-glass manufacturing.

•

Advancing precision automotive glass to facilitate technology-rich interiors and enhance user interfaces for a more connected and safer driving experience. Corning announced a new collaboration with longtime customer AUO Corporation to expand and accelerate the production of AUO’s industry-leading, large-format curved display modules. In the announcement, AUO highlighted how Corning’s innovative ColdForm™ Technology advances sustainable practices while enabling differentiated designs.

•

Contributing to global climate initiatives through innovative practices and products.

•

The Science Based Targets Initiative validated Corning’s near-term science-based reduction targets for Scope 1 and Scope 2 emissions, determining them to be in line with the Paris Agreement’s goal to limit the global average temperature increase to 1.5° Celsius.

•

The Company launched a Scope 3 emission reduction program with key strategic suppliers.

•

The Company also built on its announcement of Corning® Viridian™ Vials – which reduce waste and carbon emissions in the pharmaceutical supply chain – with a suite of life sciences products that provides benefits ranging from renewable materials and sustainable packaging, to supply chain diversity, to energy efficiency and water conservation.

•

Corning also provided a hyperspectral imaging sensor that enables Orbital Sidekick’s recently launched satellites to detect pipeline leaks and other environmental issues.

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Over the past five years, including 2020,2023, Corning has delivered $13returned $7 billion to shareholders. In February 2021,common shareholders through share repurchases and dividends. We have grown our dividend 40 percent since 2019, and our dividend yield is in the Board increased our annual dividend 9% over 2021,top quartile of the S&P 500. Corning is well-positioned to $0.96.drive durable and profitable long-term growth through strategic investment decisions and a strong balance sheet.

ANNUAL DIVIDENDS PER COMMON SHARE AND INCREASE OVER PRIOR YEAR

CORNING 2021 PROXY STATEMENT

9ANNUAL DIVIDENDS PER COMMON SHARE AND INCREASE OVER PRIOR YEAR

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Environmental, Social and GovernanceSustainability Matters at Corning

We believe that our innovations have transformed industries, enhanced people’s lives and addressed some of society’s biggest challenges. In accordance with Corning’s Values, we also believe that a commitment to positiveimproved environmental, social and governance-related business practices increases shareholder value, drives performance, strengthens our company and our community,Company, 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 as new ways of creatingopportunities to deliver value forto our shareholders, our employees, our customers, and the wider world.

Corning Sustainability Governance Structure

In 2021, we plan 

Our commitment to publishsustainability starts at the top of our inaugural Sustainability Report preparedorganization. Four committees of our Board of Directors provide oversight 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 aboutdevelopment and execution of our sustainability philosophyefforts. These board committees receive briefings on relevant sustainability impact areas at every committee meeting. Our Office of the CEO (OCEO) has ultimate accountability for our strategy and program can be found at corning.com/performance, coordinating five sustainability categories. Each of the five categories bundle several related sustainability topics and are overseen by individual Advice & Consent Committees (ACC).

Each ACC consists of expert senior leaders and our vice president of sustainability and climate initiatives. Our MAPs are responsible for implementing Corning’s sustainability efforts throughout the business.

Our Boardvice president of sustainability and eachclimate initiatives, reporting to our executive vice president and chief strategy officer, leads our Sustainability Center of Excellence. Working closely with our senior leadership team, the OCEO, and sustainability leads from our MAPs and other business units, this position oversees the Company’s sustainability efforts and progress toward our goals.

Employees at every level contribute to the achievement of our sustainability goals. Many decide to go even further by joining the Corning Sustainability Network. Marking its committees oversees matters relatedsecond year in 2023, this grassroots initiative gives employees an opportunity to Corning’s ESG practices, performancebroaden their sustainability knowledge, participate in community events, and disclosures. For example:

network with other Corning employees who share their passion.

•10	The Corporate Responsibility and Sustainability Committee maintains general oversight of environmental and social risk, with particular responsibility for employee welfare and labor relations, social justice, supply chain integrity, human rights, political activity, community responsibility, and environmental matters. It annually reviews the Company’s sustainability plan and philosophy.
•	The Audit Committee is responsible for reviewing the Company’s enterprise risk management (ERM) program and business continuity risk procedures, as well as disclosures about relevant risks made in our financial reports and filings.
•	The Compensation Committee reviews matters related to talent and culture as well as initiatives such as the gender pay equity program.
•	The Information Technology committee monitors risks related to information technology systems, data integrity and protection, business continuity, information security and cybersecurity and plans for protection of our most important intellectual property assets.
•	The Nominating and Governance Committee oversees our ethics and governance policies.
•	The Finance Committee reviews our fiscal policies integral to maintaining enterprise sustainability.
•	A majority of Board members serve on working groups with management to address issues identified by our Office of Racial Equity and Social Unity.

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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Our Environmental, Social, and Governance Goals

Environmental		Social		Governance
Energy Management – By 2030, Corning will increase its use of renewable energy by 400% from a 2018 baseline. Water Conservation – Corning will enhance its water strategies across Corning sites, prioritizing manufacturing plants and communities in high-risk water-scarce regions, by 2025. Waste Management – Corning will enhance its waste strategies across Corning sites, prioritizing manufacturing plants, by 2025.		Sustainable Supply Chain – 100% of Corning’s risk suppliers and contract manufacturers will be certified as socially responsible by 2025. Occupational Health and Safety – Corning will continue to maintain our safety metrics in the top quartile of our industry benchmark values. Community Involvement andPartnerships – Corning will encourage increased volunteerism efforts year over year by supporting, rewarding, and recognizing employees’ efforts in the community.		Board Diversity – Corning will maintain a diverse board. Board Oversight of ESG Matters – The Corporate Responsibility and Sustainability Committee will review the sustainability program annually. Risk Management – Environmental, Social, and Governance issues will be integrated into Corning’s Enterprise Risk Management Processes. Ethical Business Practices – All employees will understand Corning’s Code of Conduct, including how to report allegations of ethical or legal misconduct. Transparency and Reporting – Corning will issue a sustainability report in 2021 and every year thereafter. Environmental and Social Advocacy – Corning will continue its advocacy for environmental and social issues.

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Our Commitment to Environmental, Social and Governance IssuesSustainability

Corning demonstrates its commitment to environmental, social, governance and human capital matters, and its Values, in many ways that can be explored onin our 2023 Sustainability Report and our Sustainability website, both which can be found at corning.com/sustainability. Specifically:

CLIMATE	•	Corning’s formal commitment In 2021, Corning committed to diversityreduce Scope 1 and inclusion began2 GHG emissions by 30% (absolute basis) and relevant Scope 3 GHG emissions by 17.5% (absolute basis) by 2028 compared to a 2021 baseline. • In furtherance of its Scope 1, 2 and 3 GHG emissions goals set in 2021, in 2023 Corning invested more than 50 years ago. Together$10 million on site-level energy reduction-related projects. • In 2023, the Science Based Targets Initiative (SBTI) approved our near-term science-based emissions reduction targets, underscoring our commitment first announced in 2021 to set near-term Company-wide emission reductions in line with our Values, our diversityclimate science, and inclusion initiatives unite us as “one Corning” worldwide and formaligning with the foundationgoals of our shared workplace culture in which all employees have the opportunityParis Agreement to thrive. More information about Corning’s commitmentslimit global warming to diversity and inclusion can be found in its Global Diversity, Equity & Inclusion Annual Report at https://www.corning.com/media/worldwide/global/documents/DEI_2020AnnualReport.pdf.1.5°C above pre-industrial levels.
ENVIRONMENTAL STEWARDSHIP		•	In 2020, Corning formed its Office of Racial Equality and Social Unity (ORESU) to champion change at the company, in our communities, and in the nation. ORESU has already taken concrete steps toward some of its initial goals, including engagement in police reform efforts in Central New York, acknowledging Martin Luther King Jr. Day as a paid holiday for U.S. employees, and banning the Confederate flag from public display on all Corning properties worldwide. The Board of Directors has discussed social justice matters and the work of ORESU at each meeting since ORESU’s founding, a majority of directors volunteer on our social justice working teams, and the Board intends to continue to monitor the Company’s progress on social justice matters at each meeting.
		•	In 2020, Corning established its UNITY Campaign to support vital human services and emergency relief in communities around the world.
		•	Corning is a global employer with approximately 50,100 employees across the U.S., Asia, Latin America and Europe. Corning’s global salaried employee retention rate is 95%.
		•	We achieved or maintained 100% pay equity for men and women in the U.S., China, Germany, Mexico and Taiwan, comprising more than 90% of our global salaried workforce, with the goal of having all of our salaried workforce included in our annual analysis by 2021.
		•	For the fifth consecutive year, 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 earned a score of 100 on the Disability Equality Index and recognition as a “Best Place to Work” by the American Association of People with Disabilities and Disability:IN.
		•	Corning has scored a 90 or above on the Human Rights Campaign Corporate Equality Index for fifteen years.
		•	Corning received recognition as a Top Supporter of Historically Black Colleges and Universities (HBCUs) for the sixteenth consecutive year by the Council of Engineering Deans of HBCUs. In January 2021, Corning donated $5.5 million to North Carolina Agricultural and Technical State University, the nation’s largest historically Black university, to prepare students for careers in science, technology, engineering and mathematics (STEM) and education.
		•	Corning’s focus on creating the most positive workplace experience for our employees has led to us being recognized by Forbes as one of the World’s Best Employers for 2020.
	•	Corning is committed to protecting the environment through the continuous improvement of our processes, products and services. For example:
		•	example, Corning is a leader in developing products that prevent air pollution. Corning’srecently celebrated 50 years of production of ceramic substrates and particulate filters, which have prevented more than 4 billion tons of hydrocarbons, 4 billion tons of nitrogen oxideoxides, and 40 billion tons of carbon monoxide from entering the atmosphere since 1970.
		•	We are proud of our sustained participation and strong performance in the ENERGYSTAR® programs. The U.S. Environmental Protection Agency has awardedIn 2023, the EPA named Corning the ENERGY STARas an ENERGYSTAR® Partner of the Year for the last 7 years, with Sustained Excellence designation the last 5 years. tenth consecutive year.In 2020, eight The achievement marked a decade of our global manufacturing facilities exceeded energy efficiency goals setrecognition by the U.S. Environmental Protection Agency’s ENERGY STAREPA for effective energy management practices. Only 10 companies have consistently achieved ENERGYSTAR® Challenge Partner of the Year for Industry. To date, a decade. • In 2023, Corning has 37 received the ENERGYSTAR® Sustained Excellence Award and 11 Corning facilities have received the ENERGYSTAR® Challenge for Industry achievers.recognition by exceeding the goal of improving energy efficiency by at least 10% in five years or less. • In 2023, we commenced our Scope 3 supplier engagement program with suppliers that make up 80% of our GHG emissions.
HEALTH AND SAFETY	• Corning continues to maintain its best-in-class health and safety performance, ranking in the top quartile of global, industry-leading company performance as measured by a total case incidence rate. • Corning achieved over 95% compliance with corporate health and safety standards at Corning sites in 2023. • Safety in action: In 2023, our Mobile Consumer Electronics business pilotedSafety Together at our Canton, New York manufacturing facility. Employees submitted project ideas to improve safety, ergonomics, and the work environment. The team selected and completed more than 50 projects including paving uneven surfaces outside the facility to mitigate the risk of falls or trips and purchasing adjustable height workstations to reduce the risk of ergonomic injuries.

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DIVERSITY, EQUITY AND INCLUSION

• Diversity, equity, and inclusion are integral to Corning’s belief in the fundamental dignity of The Individual – one of Corning’s seven core Values. Solar Energy Industry Association ranked We are committed to providing an inclusive environment where all employees can thrive. You can explore the Company’s Diversity, Equity and Inclusion Report at https://www.corning.com/worldwide/en/sustainability/people/diversity.html. • Corning 18proudly sponsors fifteen Employee Resource Groups with chapters located around the world that represent vital employee interests and constituencies, all contributing to our success in unique and significant ways. These groups are designed to foster a stronger sense of belonging within our inclusive culture. • In 2023 we maintained our highest levels of leadership diversity: a quarter of our corporate officers are women and half of our Corporate Management Group is gender, ethnically and racially diverse. At the Board level, three diverse directors have been added to the Board in the last five years. • Corning received a 100% score on the Disability Equality Indexth ® and was named a 2023 Best Place to Work for Disability Inclusion. Corning also announced a three-year corporate partnership with Disability:IN focused on further integrating disability inclusion best practices into employee recruiting.

HUMAN CAPITAL MANAGEMENT

• In order to produce the innovative, industry-changing technologies for which we are known, it is critical that Corning continues to attract and retain top talent. To facilitate talent attraction and retention, we strive to make Corning a diverse, inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by strong compensation, benefits and health and wellness programs, and by programs that build connections between our employees and their communities. • In 2021, we achieved 100% gender pay equity for all salaried employees in our worldwide operations, having achieved it in the U.S. since 2017. Our U.S. analysis also includes minority groups compared with white salaried employees. We continue to monitor regularly and adjust where appropriate to maintain global gender pay equity. • In 2023, we launched an expanded paid parental leave policyin the United States and 2nd withinto ensure all parents had access to twelve weeks of paid leave when welcoming new children to their family. • In 2023, Corning also scored 100% on the manufacturing sector for corporate solar energy usageHuman Rights Campaign Corporate Equality Index, reflecting . • Corning’s broad support of renewable energy through on- and off-site solar installations, solar power purchases, and international solar investments.2023 EEO-1 Report is available at https://www.corning.com/content/dam/corning/media/worldwide/global/documents/EEO-1_Report.pdf.

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	•	Corning sees employee well-being at the heart of its long-term sustainability. Corning supported its employees during the COVID-19 pandemic through
		•	Additional compensation for factory workers Connections in facilities classified as essential;
		•	Preservation of jobs and the enterprise through the Shared Sacrifice, Shared Opportunity program, work-from-home, employee furloughs and other protective actions; and
		•	Guidance and support for both remote work employees as well as those who continued to report to our manufacturing facilities, including consistent delivery of critical information on health precautions, travel protocols, workplace modifications and regional restrictions; provision of personal protective equipment; screening and testing; and support for parents of school-age children, among other benefits.
	•	Corning supports healthy communities by pivoting our portfolio and capabilities to address immediate worldwide health needs, including
		•	Helping to accelerate delivery of COVID-19 vaccines by expanding manufacturing of Valor® Glass packaging at the request of the U.S. Departments of Defense and Health and Human Services;
		•	Providing steady access to lab supply needs for COVID-19 applications and test kit preparation through our Life Sciences division research and bioprocessing products; and
		•	Developing Nippon Paint’s Antivirus Kids Paint with Corning Guardiant™ antimicrobial particles, and donating supplies to hospitals in China.
		•	Implementing a plan, organized by Corning scientists, to 3D print and assemble thousands of protective face shields for Corning-area hospitals to support local demand for personal protective equipment, and leveraging our supply chain to source and donate the surgical masks needed to keep frontline medical workers safe in many of the communities in which we operate.
	•	All Corning suppliers are expected to demonstrate social and environmental responsibility as outlined in our Human Rights Policy and Supplier Code of Conduct. We use these foundational policies to ensure ethical procurement and labor practices. Our Supplier Code of Conduct embraces the International Labor Organization’s Declaration on Fundamental Principles and Rights at Work. It also requires that suppliers comply with environmental regulations and reduce their negative impacts on the environment.

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 TheIn 2023, we combined the Corning Incorporated Foundation, (the Foundation),Corning Enterprises, and our Office of Racial Equality and Social Unity into a separate 501(c)3 organization. We believenew consolidated function and center of excellence called Community Impact & Investment. This centralizes our U.S. philanthropic contributions under a single organization, allowing us to maximize our impact in being an active corporate citizenthe areas that align most closely with our values and the Foundation directs its grant-making towardneeds of 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). Additionalwe operate. For more information about the Foundation can be found at corningfoundation.org.

Corning's Community Impact & Investment outreach, please see our 2023 Sustainability Report.

Corning’s direct giving also includes annual contributions to both local and international cultural and educational institutions. In particular, Corning isAmong them, we are proud to support The Corning Museum of Glass (CMoG)(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), and Edward A. Schlesinger (senior vice president and corporate controller) and David L. Morse (executive vice president and chief technology officer)CFO) serve on the CMoGCMOG board of trustees. In 2020,2023, Corning provided cash and non-cash contributions of services to CMoGCMOG of approximately $35.8$39 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%53% of its enrollment. In 2020,2023, Corning’s non-cash contributions totaled approximately $1.6 million and cash contributions totaled $210,000.$346,000. Kim Frock Weeks (spouse of Wendell P. Weeks, our chairman and CEO) serves on the ASMS board of trustees and also serves as the executive head of school but receives no salary or benefits in this role.

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Proxy Statement Summary

2023 Executive Compensation Program

As shown below, in 2020In 2023 approximately 89%91% of our CEO’s target total compensation (excluding employee benefits and perquisites), and 81%84% of the other Named Executive Officers’ (NEOs) target total compensation (excluding(in both cases excluding employee benefits and perquisites), was variable and dependent on Corning’s operatingfinancial performance or stock price.

20202023 Compensation Components

Components*

CEO		ALL OTHER NEOs
		ALL OTHER NEOs

RSUs – Restricted Stock Units

PSUs – Performance Stock Units

CPUs – Cash Performance Units

* The chart reflects ordinary target compensation elements. In 2023 we utilized a Cash for Equity Exchange Program whereby each NEO voluntarily exchanged a portion of their cash salary for RSUs, and their 2023 cash PIP was automatically exchanged for PSUs (see page 60 for more details on the 2023 Cash for Equity Exchange Program).

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20202023 Pay Components

Core net sales is a primary indicator of Corning’s long- and short-term success. Evaluating performance against predetermined net sales metrics provides insight into how well the Company has retained sales and met sales growth targets, accounting for both organic growth efforts and the impact of acquisitions. We use core net sales as a performance measure in our annual bonus plans (GoalSharing and PIP) because GoalSharing impacts every employee and PIP impacts over 8,000 employees. In this way, every employee has alignment with Corning’s sales growth goals. The LTI plan, which impacts approximately 350 senior executives and key employees responsible for driving the short- and long-term financial growth of the Company, also includes a core net sales performance measure. Incorporating net sales into both the STI and LTI plans allows for a comprehensive evaluation of Corning’s ability to establish sustainable sales growth while also addressing near-term market fluctuations. It is a “duplicate goal” for only about 350 of our approximately 49,800 employees, and the Compensation and Talent Management Committee believes the increased focus on core net sales growth is appropriate for that smaller group of executives given the importance of sales growth for Corning over time.

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20202023 Compensation Plan Payout Percentages

The following table reflects our 20202023 compensation plan’s payout percentages based on our 20202023 financial performance:

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Proxy Statement Summary

Our Director Nominees

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

	Name and Primary Occupation	Age	Director since	Committee Memberships*	Other Public Company Boards
	Leslie A. Brun Chairman and Chief Executive Officer, Sarr Group, LLC	71	2018	•  Audit •  Compensation	1
	Stephanie A. Burns Retired Chairman and Chief Executive Officer, Dow Corning Corporation	69	2012	•  Audit •  Corporate Responsibility (Chair)	2
	Pamela J. Craig Retired Chief Financial Officer, Accenture plc.	67	2021	•  Audit •  Corporate Responsibility	2
	Robert F. Cummings, Jr. Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co.	74	2006	•  Executive •  Finance (Chair) •  Governance	0
	Roger W. Ferguson, Jr. Steven A. Tananbaum Distinguished Fellow for International Economics, Council on Foreign Relations	72	2021	•  Compensation •  Governance	2
	Thomas D. French Senior Partner Emeritus, McKinsey & Company, Inc.	64	2023	•  Audit •  Corporate Responsibility	0
	Deborah A. Henretta Retired Group President of Global E-Business, Procter & Gamble Company	62	2013	•  Corporate Responsibility •  Information Technology	3
	Daniel P. Huttenlocher Dean, MIT Stephen A. Schwarzman College of Computing	65	2015	•  Finance •  Information Technology	1
	Kurt M. Landgraf Retired President, Washington College	77	2007	•  Audit (Chair) •  Compensation •  Executive	0
	Kevin J. Martin Vice President, US Public Policy, Meta Platforms, Inc.	57	2013	•  Corporate Responsibility •  Governance	0
	Deborah D. Rieman Retired Executive Chairman, Metamarkets Group	74	1999	•  Compensation (Chair) •  Information Technology	0
	Hansel E. Tookes II Retired Chairman and Chief Executive Officer, Raytheon Aircraft Company	76	2001	•  Compensation •  Executive •  Governance (Chair)	0
	Wendell P. Weeks Chairman and Chief Executive Officer, Corning Incorporated	64	2000	•  Executive (Chair)	1
	Mark S. Wrighton Professor and Chancellor Emeritus, Washington University in St. Louis	74	2009	•  Finance •  Information Technology (Chair)	0

*Audit = Audit Committee; Compensation = Compensation and Talent Management 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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Board of Directors Snapshot

Skills and Experience
8 Technology and Innovation			10 Risk Oversight			4 Public Company CEO or C-Suite Experience			9 Industry Experience
8Finance and M&A			6 Operations			7 Corporate Governance & Ethics			13 Public Company Director Experience

Refreshed board composition and diverse leadership

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.

Shareholder Communication

Communicating with shareholders, particularly about our 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 at corning.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 strategic priorities, we also conduct outreach to the governance teams at our largest shareholders. We value feedback from our shareholders and take it seriously.

In 2020, as part of our shareholder outreach:

More information on our shareholder engagement can be found on page 58.

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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, investor feedback, regulatory changes and recognized best practices. Corning also aligns 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.

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Corporate Governance and the Board of Directors

	Practice	Description		Description
	ISG Principle 5: Board should adopt structures and practices that enhance their effectiveness
Independence	Independence	Our Corporate Governance Guidelines require a substantial majority of our directors to be independent. Currently, all directors but one (or 93%) are independent. Except for our Executive Committee, each of our Board committees consists entirely of independent directors. See page 26.28.
	Skills and qualifications		Our Board is composed of accomplished professionals with deep experiences, skills, and knowledge relevant to our business, resulting in a high-functioninghighly functioning and engaged Board. A matrix of relevant skills can be found on page 35.38.
	Commitment to Diversity		The Board seeks to achieve diversity among its members and 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.experiences. The Board’s definition of diversity explicitly includes gender and racial/ethnic background. See page 26.
	Director tenure		The current average tenure of members of our Board, excluding our CEO Mr. Weeks and our retiring directors Mr. Blair and Mr. Clark, is 9.711 years. Our directorThe Board’s retirement policy requires a director to retire at the annual meeting of shareholders following the director’s 78th birthday. The Board, upon a recommendation of the Nominating and Corporate Governance Committee, may waive this limitation for any Director if the Board determines that it is in the best interests of the Company. In addition, a director is required to submit an offer of resignation for consideration by the BoardBoard’s consideration upon any significant change in the director’s principal employment or responsibilities.
	Director overboarding		Corning valuesThe Board believes director participation on other public company boards as a means of addingadds additional depth to our governance and risk oversight practices. However, we have a policy to help provide confidence that each of our directors can dedicate the meaningful amount of time necessary to be a highly effective member of the Corning Board. Absent review and approval by the Nominating and Corporate Governance Committee, a non-employee director may serve on no more than three other public company boards and an employee director may serve on no more than two other public company boards.
	Board and committeeevaluations		The Board and each committee conductsconduct an annual review of itstheir effectiveness. The Chair of the Nominating and Corporate Governance Committee, as part of the Board evaluation, annually interviews each director and solicits his or her feedback regarding the Board’s composition, performance, effectiveness and areas of focus. From those discussions, the Chair of the Nominating and Corporate Governance Committee reports the results of the self-evaluationevaluation to the full Board, composes a list of action items and follows-up to ensure implementation. See page 26 for more information.
	Meeting attendance		The Board met eightseven times in 2020.2023. Directors attended 99%97% of combined total Board and applicable committee meetings in 2020.2023. See page 32.33.
	ISG Principle 6: Boards should develop management incentive structures that are aligned with the long-term strategy of the company
	Robust stock ownershipguidelines		We require robust stock ownership for directors (5x annual cash retainer), CEO (6x base salary), and other NEOs and non-NEO senior managementSenior Leadership Team members (3x base salary). See page 46.54.
	Shareholder support forexecutive compensation		Corning’s executive compensation program received 92%91% shareholder support in 20202023 and has averaged 92%91% shareholder approval over the past three years.
Compensation	Committeeoversight of executivecompensation		The Compensation and Talent Management Committee annually reviews and approves incentive programthe executive compensation program’s design, goals and objectives for alignment with our business objectives and general compensation and business strategies. The Committee has implemented metrics which continue to support growth despite the challenges of the COVID-19 pandemic. See page 54.
	Long- and short-termgoals drive executivecompensation		AnnualOur annual and long-term incentive programs are designed to reward financial and operational performance in support of Corning’s then-current strategic priorities, a topic on which management regularly engages shareholders.
	Clear communicationof economic drivers ofexecutive compensation		The proxy statement clearly communicates the link between management incentive compensation plans and the Company’s short- and long-term performance.

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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 35. The Company’s Corporate Governance Guidelines provide thatthe Board with the flexibility to select the appropriate leadership structure for the Company. Annually, the Board must annually review whether the role of Chairman should be a non-executive position or combined with that of the CEO. In making determinations about the leadership structure, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareholders. The current leadership structure comprises a combined Chairman and CEO, a Lead Independent Director, Board committees led primarily by independent directors and active engagement by all directors. The Board believes that this structure provides an effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors.

In February 2021,2024, the Board determined that at the present time, our combined Chairman and CEO, supported by our strong Lead Independent Director, continues to provide appropriatestrong leadership and oversight and ensures effective functioning of management and the Company.

When the Chair The Board believes that having one person serve as Chairman and CEO roles are combined, as it is currently, our Corporate Governance Guidelines requirecan provide certain synergies and efficiencies that enhance 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 operationfunctioning of the Board as described below underand, importantly, allow it to most effectively execute its role in overseeing business strategy. Mr. Weeks’ vast knowledge of our Company, our diverse products and business lines, our global operations, the heading “Lead Independent Director.” The Company believesnuances of the innovation pipeline and the challenges and opportunities particular to Corning make him uniquely suited to identify many of the business issues that a Lead Independent Director enhances strongrequire Board governance and oversight.attention. As Chairman, he is best positioned to focus directors’ attention on the most critical business matters.

Richard T. Clark was re-appointed to the role of Lead Independent Director of the Board by the independent directors effective February 3, 2021.

7, 2024, pursuant to the requirement of our Corporate Governance Guidelines that when the Chairman and CEO roles are combined, the independent directors annually appoint a Lead Independent Director from their membership. Mr. Clark’s understanding of the Company and the industry, his experience on other public boards, and his management expertise as the former Chairman, Chief Executive Officer and President of Merck & Co., Inc. enables him to assure independent board leadership at the Company. The Board is comprised solely of independent directors other than the CEO, and 100 percent of the Audit, Compensation and Talent Management, Corporate Responsibility and Sustainability, Finance, Information Technology and Nominating and Corporate Governance Committee members are independent.

Lead Independent Director	Duties and Responsibilities
Richard T. Clark, retired Chairman, Chief Executive Officer and President of Merck & Co., Inc. is our current Lead Independent Director. His regular duties include:
	CHAIRMAN OF THE BOARD •   presiding Presides over meetings of the Board. • Presides over meetings of shareholders. • Consults and advises the Board and its committees on the business and affairs of the Company. • Performs such other duties as may be assigned by the Board. CHIEF EXECUTIVE OFFICER • Oversees the affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board.		LEAD INDEPENDENT DIRECTOR • Presides 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 Leads the Board’s oversight of Corning’s strategic priorities which in 2020 included the Company’s response to the COVID-19 pandemic and the widespread social unrest that prompted the founding of our Office of Racial Equity and Social Unity;critical risk management processes. •   facilitating Facilitates regular CEO performance reviews and ongoing management succession planning reviews;reviews. •   participating Participates in conversations with the Company’s shareholders;shareholders. •   serving Serves as liaison between the Chair and the independent directors;directors.		•   approving Approves Board meeting agendas and schedules;schedules. •   approving Approves the type of information to be provided to directors for Board meetings;meetings. •   calling Calls meetings of the independent directors when necessary and appropriate; andappropriate. •   performing such Performs other duties as the Board may from time to time designate. •   meeting Meets with the CEO after regularly scheduled Board meetings to provide feedback on the independent directors’ deliberations; anddeliberations. •   regularly speaking Regularly speaks with the CEO between Board meetings to discuss matters of concern, often following consultation with other independent directors.

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Corporate Governance and the Board of Directors

Committees

As of April 1, 2021, the effective date of Roger Ferguson’s Board membership,this filing, the Board will have 14has 16 directors and the following seven committees: (1) Audit Committee; (2) Compensation and Talent Management Committee; (3) Corporate Responsibility and Sustainability Committee; (4) Executive Committee; (5) Finance Committee; (6) Information Technology Committee; and (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. Each committee reviews and reassesses the adequacy of its charter annually, conducts annual evaluations of its performance with respect to its 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 committeescommittee has the authority to retain outside advisors as the Board and/or each committee deems necessary.

Each committee (other than Executive) is chaired by and entirely composed of independent directors.

Board committee membership is set forth 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

C

Compensation

C

Corporate Responsibility and Sustainability

C

Executive

C

Finance

C

Information Technology

C

Nominating and Corporate Governance

C

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Corporate Governance and the Board of Directors

Corning’s Board of Directors met eightseven times in 2020.2023. Its committees, the number of meetings, and their functions are as follows:

Corporate Governance and the Board of Directors

Board Composition

and Refreshment Process

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, race, ethnicity and expertise contributes to a wide range of views. Our Board includes threefour women, three African-Americans,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 5457 and 7578 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, strategy, operations, international business, government, corporate governance, information technology, sustainability, cybersecurity 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 published 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. chosen.

The Board conducts an annual self-evaluationevaluation which helps identify skills and experiences to seek in future candidates that would benefit the Company, its stakeholders and the Board.

In It is the case of incumbent directors, the Nominating and Corporate Governance Committee will review such directors’ overall serviceCompany’s practice to add new Board members prior to the Company during their term, includinganticipated retirement of other members of the numberBoard, to maintain appropriate Committee sizes and to ensure continuity of meetings attended, level of participation, quality of performance,leadership 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 meetexpertise.

How We Evaluate 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.Effectiveness

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Corporate Governance and the Board of Directors

The Nominating and Corporate Governance Committee regularly considers the long-term make-up of our Board of Directors and how the composition of our board changes over time. The Nominating and Corporate Governance Committee also considers the skills needed on our board as our business and the markets in which we do business evolve. The Board’s believes that consistent refreshment balances the importance of the institutional knowledge of longer-tenured Board members with a desire for fresh and diverse perspectives. In the last ten years, we have added 6 new independent directors to the Board and 3 directors have retired.

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 97102 will be considered in the same manner in whichway 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“Shareholder Proposals and Director For Election At, Next Year’sNominations for the 2025 Annual Meeting” on page 97102 of this proxy statement.

Director education is vital to the ability of directors to fulfill their roles and supports Board members in their continuous learning. The Board encourages directors to participate annually in external continuing director education programs, and our company reimburses directors for their expenses associated with this participation. For example, Ms. Henretta recently received the Competent Board ESG Certification Program Certificate. All new directors also participate in our director orientation program during their first year on our Board. We also encourage Board members to gain credentials in specialized topics such as sustainability and cybersecurity and we reimburse them for costs associated with this effort.

BOARD COMPOSITION

BOARD OPERATION

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 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. Recently, succession planning has resulted in the appointment of highly qualified executives in the Chief Financial Officer and Chief Technology Officer roles, both internal candidates, and the Chief Digital and Information Officer and Chief Human Resources Officer roles, both external candidates. The Board regularly discusses succession planning for the chief executive officerChief Executive Officer and other senior management positions in executive sessions.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,” 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 20182021 between Corning and entities associated with our independent directors or members of their immediate family. The Board also reviewed and discussed information with regard toabout each director’s business and personal activities as they may relate to Corning and Corning’s management. It considered that each of Mr.Ms. Henretta, Messrs. Martin, Brun and Ferguson, and Drs. Huttenlocher and Wrighton are or were, during the previous three years, an employee, partner or affiliate 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 arisearose only from such director’s position as an employee, partner or affiliate 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.