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: Evenson Jeffrey W (Exec. VP & Chief Strategy Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-08	Common Stock	M	136	—	Acquired	53622	Direct
2023-02-08	Common Stock	M	96	—	Acquired	53718	Direct
2023-02-08	Common Stock	M	531	—	Acquired	54249	Direct
2023-02-08	Common Stock	F	763	$35.14	Disposed	53486	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-08	Restricted Stock Unit	$	A	5373	Acquired		Common Stock (5373)	Direct
2023-02-08	Restricted Stock Unit	$	A	19700	Acquired		Common Stock (19700)	Direct
2023-02-08	Performance Share Unit	$	A	3821	Acquired		Common Stock (3821)	Direct
2023-02-08	Performance Share Unit	$	A	2707	Acquired		Common Stock (2707)	Direct
2023-02-08	Performance Share Unit	$	A	14975	Acquired		Common Stock (14975)	Direct
2023-02-08	Performance Share Unit	$	M	136	Disposed		Common Stock (136)	Direct
2023-02-08	Performance Share Unit	$	M	96	Disposed		Common Stock (96)	Direct
2023-02-08	Performance Share Unit	$	M	531	Disposed		Common Stock (531)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock (22870)	22870	Direct
Restricted Stock Unit	$		Common Stock (11577)	11577	Direct
Restricted Stock Unit	$		Common Stock (16415)	16415	Direct
Restricted Stock Unit	$		Common Stock (7507)	7507	Direct
Restricted Stock Unit	$		Common Stock (867)	867	Direct

Footnotes

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

F2: Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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 $143,000 of their cash compensation for 5,373 RSUs.

F8: The restricted stock units (RSUs) vest 2/3 after 1 year and 1/3 after 18 months from the grant date.

F9: The reporting person was granted restricted stock units (RSUs) in lieu of the cash payment to be paid under the 2023 performance incentive plan (PIP). The reporting person was granted 19,700 RSUs in exchange for the cash payment of $572,000 under the PIP.

F10: The restricted stock units (RSUs) vest 1/3 after 1 year from grant date and 1/6 every 6 months thereafter until fully vested on the third anniversary of 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.