CORNING INC /NY — Director's Dealing 2023

Feb 10, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CORNING INC /NY (GLW)
CIK: 0000024741
Period of Report: 2023-02-08

Reporting Person: WEEKS WENDELL P (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-08	Common Stock	M	816	—	Acquired	683917	Direct
2023-02-08	Common Stock	M	621	—	Acquired	684538	Direct
2023-02-08	Common Stock	M	3394	—	Acquired	687932	Direct
2023-02-08	Common Stock	F	4831	$35.14	Disposed	683101	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-08	Restricted Stock Unit	$	A	10792	Acquired		Common Stock (10792)	Direct
2023-02-08	Performance Share Unit	$	A	23014	Acquired		Common Stock (23014)	Direct
2023-02-08	Performance Share Unit	$	A	17519	Acquired		Common Stock (17519)	Direct
2023-02-08	Performance Share Unit	$	A	95740	Acquired		Common Stock (95740)	Direct
2023-02-08	Performance Share Unit	$	M	816	Disposed		Common Stock (816)	Direct
2023-02-08	Performance Share Unit	$	M	621	Disposed		Common Stock (621)	Direct
2023-02-08	Performance Share Unit	$	M	3394	Disposed		Common Stock (3394)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9200	Indirect
Common Stock	6580.6784	Indirect
Common Stock	10846.7734	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Unit	$		Common Stock (37705)	37705	Direct
Restricted Stock Unit	$		Common Stock (147612)	147612	Direct
Restricted Stock Unit	$		Common Stock (76375)	76375	Direct
Restricted Stock Unit	$		Common Stock (100463)	100463	Direct
Restricted Stock Unit	$		Common Stock (2902)	2902	Direct

Footnotes

F1: Each performance share unit represents a contingent right to receive one share of Corning Incorporated common stock.

F2: The reporting person disclaims beneficial ownership of all securities held by spouse.

F3: Performance share units (PSUs) were earned February 3, 2021 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2020 pursuant to the 2020 agreement. Earned PSUs remain restricted until vesting. The earned units will vest ratably over 3 years from the grant date and convert to common stock, subject to service-based vesting requirement.

F4: Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock.

F5: The restricted stock units (RSUs) vest 100% on April 14, 2023. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

F6: The restricted stock units (RSUs) vest 100% on April 15, 2024. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

F7: The restricted stock units (RSUs) vest 100% on April 15, 2025. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

F8: The restricted stock units will vest on May 15, 2023. Events such as retirement, death, disability, and others specified in the May 2020 agreement may result in vesting prior to the vesting date.

F9: Employees were provided an opportunity to voluntarily exchange a portion of their compensation for the first six months of 2023 for restricted stock units (RSUs). The reporting person exchanged $316,000 of their cash compensation for 10,792 RSUs.

F10: The restricted stock units (RSUs) vest 2/3 after 1 year and 1/3 after 18 months from the grant date.

F11: Performance share units (PSUs) were earned February 8, 2023 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2022 pursuant to the 2022 agreement. Earned PSUs remain restricted until April 15, 2025, when they vest and convert to common stock, subject to service-based vesting requirement.

F12: Performance share units (PSUs) were earned February 8, 2023 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2022 pursuant to the 2021 agreement. Earned PSUs remain restricted until April 15, 2024, when they vest and convert to common stock, subject to service-based vesting requirement.

F13: Performance share units (PSUs) were earned February 8, 2023 per Compensation Committee decision that performance criteria were satisfied for fiscal year 2022 pursuant to the 2020 agreement. Earned PSUs remain restricted until April 14, 2023, when they vest and convert to common stock, subject to service-based vesting requirement.