CORNING INC /NY - Proxy Solicitation & Information Statement 2015

DEF 14A 1 corning_def14a.htm DEFINITIVE PROXY STATEMENT

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SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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| CORNING INCORPORATED |
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Table of Contents

2015 Proxy Statement and Notice of Annual Meeting of Shareholders

Thursday, April 30, 2015 The Corning Museum of Glass One Museum Way Corning, NY 14830

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Dear Fellow Shareholder:

I hope you will join Corning Incorporateds Board of Directors, senior leadership, and other stakeholders at our 2015 Annual Meeting in Corning, New York, on April 30 at 11 a.m. Eastern Time. The Annual Meeting is your chance to hear directly from leadership about Cornings 2014 performance and our expectations for 2015. More importantly, it is your opportunity to ensure that your voice is heard. Shareholders will vote on the annual election of directors and the ratification of the appointment of Cornings independent registered public accounting firm for 2015, in addition to providing an advisory vote on the 2014 compensation for our named executive officers.

The following pages contain the formal notice of meeting and the proxy statement. I encourage you to sign and return your proxy card or vote by telephone or Internet prior to April 30 so that your shares will be represented and voted at the meeting.

Maintaining the trust of our stakeholders is vital to Cornings success. We regularly engage directly with investors to ensure we understand their views on our corporate governance and executive compensation structures. Last year, we implemented several changes to our compensation program in response to prior feedback, and the response was extremely positive. We remain committed to keeping the communication channels open with our shareholders, and disclosing information clearly in our proxy statement and related documents.

As part of our commitment to strong corporate governance, we also welcomed two new independent directors to our Board: Donald W. Blair, executive vice president and chief financial officer for NIKE, Inc., and Daniel P. Huttenlocher, vice provost and dean at Cornell University. Mr. Blair brings extensive financial expertise and management experience at the international, operational, and corporate levels. Dr. Huttenlocher brings expertise in technology innovation and commercialization, and experience developing next-generation products and services. You can find a full list of our directors and their qualifications beginning on page 20.

Of course, the primary way we earn your trust will always be our performance. Im pleased to report that Corning had an outstanding year in 2014. We grew sales and profits. We exceeded our expectations for synergies from the integration of Corning Precision Materials. We launched new products, and we honored our commitment to return cash to shareholders. Thanks to outstanding execution by our global employees, we have entered 2015 as a bigger, stronger, and more agile company.

I look forward to sharing more details at the Annual Meeting. Meanwhile, I encourage you to submit your vote.

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

Sincerely,

Wendell P. Weeks Chairman of the Board, Chief Executive Officer and President

CORNING INCORPORATED - 2015 Proxy Statement 3

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Notice of 2015 Annual Meeting of Shareholders

Thursday, April 30, 2015

11:00 a.m. Eastern Time

Corning Museum of Glass, located at One Museum Way, Corning, New York 14830

TO OUR SHAREHOLDERS

You are invited to attend Corning Incorporateds 2015 Annual Meeting of Shareholders to be held at the Corning Museum of Glass located at One Museum Way, Corning, New York 14830, on Thursday, April 30, 2015 at 11:00 a.m. Eastern Time.

Items of Business

| 1. | Election of all 14 directors named in our proxy
statement to our Board of Directors for the coming year; |
| --- | --- |
| 2. | Ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting
firm; |
| 3. | Approval, on an advisory basis, of our executive
compensation; |
| 4. | A shareholder proposal, if properly presented at
meeting; and |
| 5. | Transaction of any other business
properly brought before the meeting or any
adjournment. |

Record Date

You may vote at our 2015 Annual Meeting if you were a shareholder of record at the close of business on March 2, 2015.

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

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on April 30, 2015: our Proxy Statement, 2014 Annual Report and other materials are available on our website at www.corning.com/2015_proxy.

Sincerely,

Linda E. Jolly Vice President and Corporate Secretary March 17, 2015

4 CORNING INCORPORATED - 2015 Proxy Statement

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Welcome to the Corning Incorporated 2015 Annual Shareholders Meeting

Vote Right Away

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please promptly submit your proxy or voting instructions by Internet, telephone or mail in order to ensure the presence of a quorum. You may also vote in person at our Annual Meeting. If you are a shareholder of record, your admission ticket is attached to your proxy card. If your shares are held in the name of a broker, nominee or other intermediary, you must bring proof of ownership with you to the meeting.

| By
telephone | By Internet using a smartphone or
tablet | By mail | By
Internet using a computer |
| --- | --- | --- | --- |
| ● | ● | ● | ● |
| Dial toll-free
24/7 1-800-652-8683 | Scan this QR code 24/7 to
vote with your mobile device (may require free software) | Cast your ballot, sign proxy
card and send by mail | Visit 24/7 www.investorvote.com/glw |

VISIT OUR ANNUAL MEETING WEBSITE

| www.corning.com/2015_proxy | Review and download this Proxy
Statement and our Annual Report. |
| --- | --- |
| ● | Sign up for electronic delivery of
future Annual Meeting materials to reduce Cornings impact on the
environment. |

Corning is providing these proxy materials in connection with our Annual Meeting. This proxy statement, the accompanying proxy card and Cornings 2014 Annual Report were first mailed to shareholders on or about March 17, 2015. 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.

CORNING INCORPORATED - 2015 Proxy Statement 5

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Proxy Statement Summary	8
General Information About Corporate Governance and the Board of Directors	12
Corporate Governance	12
Board Leadership Structure	13
Lead Independent Director	13
Management Succession Planning	13
Risk Oversight	13
Committees	14
Audit	14
Compensation	14
Corporate Relations	14
Executive	14
Finance	14
Nominating and Corporate Governance	15
Board and Shareholder Meeting Attendance	15
Director Independence and Transactions Considered in Independence Determinations	15
Policy on Transactions with Related Persons	16
Compensation Committee Interlocks and Insider Participation	17
Other Matters	17
Ethics and Conduct	17
Communications with Directors	17
Proposal 1 Election of Directors	18
Board of Directors Qualifications and Experience	18
Board Nomination and Renewal Process	19
2015 Nominees for Director	20
Director Compensation	26
2014 Director Compensation	26
Other	26
2014 Director Compensation Table	27
Stock Ownership Information	28
Stock Ownership Guidelines	28
Beneficial Ownership of Directors and Officers	28
Beneficial Ownership of Cornings Largest Shareholders	29
Section 16(a) Beneficial Ownership Reporting Compliance	29
Proposal 2 Ratification of Appointment of PriceWaterhouseCoopers LLP as Independent Registered Public Accounting Firm	30
Fees Paid to Independent Registered Public Accounting Firm	30
Policy Regarding Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services of
Independent Registered Public Accounting Firm	31
Report of the Audit Committee	31

6 CORNING INCORPORATED - 2015 Proxy Statement

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Proposal 3 Advisory Approval of Executive Compensation	32
Advisory Vote to Approve Executive Compensation (Say on Pay)	32
Say Pay Proposal	32
Compensation Discussion and Analysis	33
Executive Summary	34
Company Performance Highlights	34
Executive Compensation Program: Structure and Highlights	36
Executive Compensation Program Details	40
Compensation Governance	44
Compensation Committee Report	46
Compensation Tables	46
Summary Compensation Table	46
Grants of Plan Based Awards	49
Outstanding Equity Awards at Fiscal Year-End	51
Option Exercises and Shares Vested	54
Retirement Plans	54
Non-Qualified Deferred Compensation	56
Arrangements with Named Executive Officers	57
Proposal 4 Holy Land Principles Shareholder Proposal	61
Frequently Asked Questions About the Annual Meeting and Voting	62
Code of Ethics	66
Incorporation by Reference	66
Additional Information	66
Appendix A	67
Corning Incorporated and Subsidiary Companies Reconciliation of
Non-GAAP Financial Measures to GAAP Financial Measures	67

CORNING INCORPORATED - 2015 Proxy Statement 7

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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.

Corning Incorporated 2015 Annual Meeting of Shareholders

| Time and
Date | 11:00 a.m. ET on Thursday, April
30, 2015 |
| --- | --- |
| Place | The Corning Museum of Glass, One
Museum Way, Corning, New York 14830 |
| Record
Date | March 2, 2015 |
| Voting | Shareholders as of the record
date are entitled to one vote per share on each matter to be voted upon at
the 2015 Annual Meeting of Shareholders (the Annual
Meeting). |
| Attendance | If you plan to attend the Annual
Meeting, you must be a shareholder of record on the record date and be
prepared to show proof of ownership as described on page 62 of this proxy
statement. |

Proposals that Require Your Vote

| Proposal 1 | Election of directors | Board Vote Recommendation — FOR all of the director
nominees | More Information — 18 |
| --- | --- | --- | --- |
| Proposal 2 | Ratification of appointment of independent
registered public accounting firm | FOR | 30 |
| Proposal 3 | Advisory vote to approve the Companys
executive compensation | FOR | 32 |
| Proposal
4 | Shareholder proposal | AGAINST | 61 |

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

2014 Performance Highlights

2014 was one of the strongest years in Cornings history. Our core net sales exceeded $10 billion for the first time in the Companys history, with 29% core sales growth, and 22% core earnings improvement from a year ago. We have now produced two full years of quarterly year-over-year earnings growth. Our 2014 performance highlights include:

| ● | Core net sales were $10.2
billion, a 29% increase from $7.9
billion in 2013, marking a record year in sales performance for the
company. GAAP sales were $9.7 billion. | |
| --- | --- | --- |
| ● | Core earnings per share were
$1.53, a 24% year-over-year
improvement compared with last years core EPS of $1.23*. GAAP earnings
per share were $1.73. | |
| ● | Successful integration of
Corning Precision Materials Co., Ltd. resulted in pre-tax synergies of more than $100 million, which exceeded
the Companys original expectations. | |
| ● | Increased shareholder
distributions. In December, we
announced a 20% increase in the Companys dividend and a new $1.5 billion
share repurchase program. | |
| | ● | Over the last four years, Corning
has returned approximately $7.4 billion to our shareholders through share
repurchases and dividends. |

*These are non-GAAP financial measures. Appendix A to this proxy statement contains a reconciliation of these non-GAAP measures to our audited GAAP financial statements.

8 CORNING INCORPORATED - 2015 Proxy Statement

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Proxy Statement Summary

Governance Highlights

Corning is committed to maintaining good corporate governance as a critical component of our success in driving sustained shareholder value. The Board of Directors continually monitors emerging best practices in governance to best serve the interests of the Companys shareholders. Our practices include:

| ● | Annual election of all
directors | |
| --- | --- | --- |
| ● | Majority vote standard in
uncontested elections | |
| | ● | Each director must be elected by
a majority of votes cast |
| ● | Active shareholder
engagement | |
| | ● | Corning regularly engages with
its shareholders to better understand their perspectives |
| ● | Independent Lead
Director | |
| ● | Independent Board
Committees | |
| | ● | Each of the Audit, Compensation,
Nominating and Corporate Governance, and Corporate Relations committees is
made up of entirely independent directors |
| ● | Executive sessions of
independent directors held at each regularly scheduled
meeting | |
| ● | Stock ownership guidelines for
directors and named executive officers | |
| | ● | Significant requirements strongly
link the interests of management and the Board with those of
shareholders |
| ● | Prohibition on pledging and
hedging for directors and executives | |
| | ● | Company policies prohibit our
directors and executives from pledging or hedging or trading in
derivatives of the Companys stock |
| ● | Clawback
policy | |
| | ● | Executives incentives are
subject to a clawback that applies in the event of certain financial
restatements |

Proposal 1 Election of Directors

The following 14 directors are being nominated for election to a one-year term:

Director Nominees

| Name | Age | Director Since | Occupation | Other Public Company
Boards | | Committee Memberships* | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Donald W.
Blair Independent
Director | 57 | 2014 | Executive Vice President and Chief Financial Officer, NIKE, Inc. | ● | None | ● | Audit |
| | | | | | | ● | Finance |
| Stephanie A. Burns Independent Director | 60 | 2012 | Retired Chairman and Chief Executive Officer, Dow Corning Corporation | ● | GlaxoSmithKline plc. | ● | Audit |
| | | | | ● | Kellogg Company | ● | Chair,
Corporate |
| | | | | | | | Relations |
| John A. Canning,
Jr. Independent
Director | 70 | 2010 | Chairman, Madison Dearborn Partners, LLC | ● | Exelon Corporation | ● | Executive |
| | | | | | | ● | Finance |
| | | | | | | ● | Nominating |
| | | | | | | | and Corporate |
| | | | | | | | Governance |
| Richard T. Clark Lead Independent Director | 69 | 2011 | Retired Chairman, President and Chief Executive Officer, Merck
& Co., Inc. | ● | ADP,
LLC | ● | Compensation |
| | | | | | | ● | Executive |
| | | | | | | ● | Nominating |
| | | | | | | | and
Corporate |
| | | | | | | | Governance |

CORNING INCORPORATED - 2015 Proxy Statement 9

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Proxy Statement Summary

| Name | Age | Director Since | Occupation | Other Public Company
Boards | | Committee Memberships* |
| --- | --- | --- | --- | --- | --- | --- |
| Robert F. Cummings,
Jr. Independent
Director | 65 | 2006 | Vice Chairman of Investment Banking, JPMorgan Chase & Co | ● Viasystems Group, Inc. | ● | Executive |
| | | | | ● W. R. Grace & Co. | ● | Chair, Finance |
| | | | | | ● | Nominating |
| | | | | | | and Corporate |
| | | | | | | Governance |
| James B. Flaws | 66 | 2000 | Vice Chairman and Chief Financial Officer, Corning Incorporated | ● None | ● | Executive |
| | | | | | ● | Finance |
| Deborah A.
Henretta Independent
Director | 53 | 2013 | Group President of E-Business, Procter & Gamble Company | ● None | ● | Audit |
| | | | | | ● | Corporate Relations |
| Daniel P. Huttenlocher Independent Director | 55 | 2015 | Dean and Vice Provost, Cornell
Universitys New York City Tech
Campus | ● None | ● | Audit |
| | | | | | ● | Finance |
| Kurt M.
Landgraf Independent
Director | 68 | 2007 | Retired President and Chief Executive Officer, Educational
Testing Service | ● Louisiana-Pacific | ● | Chair, Audit |
| | | | | Corporation | ● | Compensation |
| | | | | | ● | Executive |
| Kevin J. Martin Independent Director | 48 | 2013 | Counsel, Squire Patton Boggs
LLP | ● None | ● | Corporate
Relations |
| | | | | | ● | Nominating |
| | | | | | | and
Corporate |
| | | | | | | Governance |
| Deborah D.
Rieman Independent
Director | 65 | 1999 | Executive Chairman, MetaMarkets Group | ● None | ● | Audit |
| | | | | | ● | Chair, |
| | | | | | | Compensation |
| Hansel E. Tookes II Independent Director | 67 | 2001 | Retired Chairman and Chief Executive Officer, Raytheon Aircraft Company | ● Ryder Systems, Inc. | ● | Compensation |
| | | | | ● NextEra Energy, Inc. | ● | Executive |
| | | | | ● Harris Corporation | ● | Chair,
Nominating |
| | | | | | | and
Corporate |
| | | | | | | Governance |
| Wendell P. Weeks | 55 | 2000 | Chairman, Chief Executive Officer and President, Corning
Incorporated | ● Merck & Co., Inc. | ● | Executive |
| Mark S. Wrighton Independent Director | 65 | 2009 | Chancellor and Professor of Chemistry, Washington
University in St. Louis | ● Cabot Corporation | ● | Audit |
| | | | | ● Brooks Automation, Inc. | ● | Finance |

*Committee memberships as of February 5, 2015.

Our Board unanimously recommends that shareholders vote FOR all of our director nominees.

Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm

As a matter of good corporate governance, we are asking our shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent public accounting firm for 2015.

Our Board unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2015.

10 CORNING INCORPORATED - 2015 Proxy Statement

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Proxy Statement Summary

Proposal 3 Advisory Approval of Executive Compensation

We solicit an annual advisory vote on our executive compensation. Our Board of Directors requests that shareholders approve the compensation of our Named Executive Officers (NEOs), as disclosed in this proxy statement. This includes the Compensation Discussion and Analysis, the Summary Compensation Table and the supporting tabular and narrative disclosure on executive compensation.

Our key compensation principles are as follows:

Provide a Competitive Base Salary: Base salaries provide a form of fixed compensation and are reviewed annually by the Compensation Committee using salary surveys, internal equity and performance as discussed in the Compensation Peer Group section.

Pay for Performance: Executive compensation should be tied to performance and contribution to both short-term and long-term corporate financial performance and shareholder value.

Team-Based Management Approach: Corning uses a team-based management approach, so 100% of incentives awarded to NEOs are contingent on achieving a common set of goals for Cornings consolidated financial performance or the performance of Corning stock. Internal equity within our NEO group is also important.

Incentive Compensation Should be a Greater Part of Total Compensation for More Senior Positions: As employees assume more responsibility and have greater opportunity to affect Company performance and shareholder value, an increasing share of their total compensation package is derived from variable incentive compensation. More than 80% of our NEOs total compensation is variable.

The Interests of our Executive Group Should Align with Shareholders: Through the use of stock options and restricted stock units, and robust stock ownership guidelines, we align the long-term interests of our NEOs with those of our long-term shareholders.

The Compensation Discussion and Analysis portion of this proxy statement contains a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation Committee has made under those programs and the factors considered in making those decisions, including 2014 Company performance, focusing on the compensation of our NEOs. We believe that we have created a compensation program deserving of shareholder support. Accordingly, we are asking for shareholder approval of the compensation of our NEOs as disclosed in this proxy statement. See Proposal 3 Advisory Approval of Executive Compensation and Compensation Discussion and Analysis for more information.

Our Board unanimously recommends a vote FOR the resolution approving the compensation of our Named Executive Officers.

Proposal 4 Holy Land Principles Shareholder Proposal

A shareholder proposal was submitted by the Holy Land Principles, Inc. regarding employment matters in Israel. The Board has considered the proposal, and believes adopting the shareholder proposal is unnecessary in light of the Companys demonstrated commitment to equal employment opportunity without regard to age, race, color, gender, national origin, religion, sexual orientation, gender identity or expression, disability, veteran status or any other protected status.

Our Board unanimously recommends a vote AGAINST the resolution adopting the shareholder proposal.

CORNING INCORPORATED - 2015 Proxy Statement 11

Part B

Table of Contents

General Information About Corporate Governance and the Board of Directors

Corporate Governance

Our Board of Directors recognizes that our corporate governance practices must continually evolve to appropriately balance the interests of the Board, shareholders, and management to effectively serve our shareholders, customers, employees, and the communities in which we do business. Supporting that philosophy, we have adopted many leading corporate governance practices, including:

Practice	Description	More Information
BOARD COMPOSITION AND
ACCOUNTABILITY
Independence	A majority of our directors must be
independent. Currently, 86% of our directors are independent, and each of
our Audit, Compensation, Nominating and Corporate Governance, and
Corporate Relations committees consist entirely of independent
directors.	p. 15
Skills and Qualifications	The composition of our Board
represents broad perspectives, skills, experiences, and knowledge relevant
to our business.	18
Lead Independent
Director	Our Corporate Governance Guidelines
require a Lead Independent Director position with specific
responsibilities to ensure independent oversight of management whenever
our CEO is also the Chair of the Board.	13
Annual Management
Succession Planning Review	Our Board conducts an annual review
of management development and succession planning.	13
Director Tenure Policies	Our director tenure policy requires
a director to retire at the annual meeting of shareholders following the
directors 74th birthday. In addition, a director is required to submit an
offer of resignation for consideration by the Board upon any significant
change in the directors principal employment or
responsibilities.	19
Director Overboarding
Policy	We have a policy to help provide
confidence that our directors are not overextended. Our director
overboarding policy requires a director to submit an offer of resignation
for consideration by the Board if the director becomes overboarded. Any
director who is not serving as CEO of a public company is expected to
serve on no more than four public company boards (including our Board),
and any director serving as a CEO of a public company (including our CEO)
is expected to serve on no more than two public company boards (which
includes our Board).
SHAREHOLDER
RIGHTS
Annual Election of
Directors	All directors are elected annually,
which reinforces our Boards accountability to shareholders.
Majority Voting Standard
for Director Elections	Our By-Laws mandate that directors
be elected under a majority voting standard in uncontested elections.
Each director must receive more votes For his or her election than votes
Against in order to be elected.
Director Resignation
Policy	An incumbent director who is not
re-elected must promptly offer to resign. The Nominating and Corporate
Governance Committee will make a recommendation on the offer and the Board
must accept or reject the offer and publicly disclose its decision and
rationale.
Single Voting Class	Corning common stock is the only
class of voting shares outstanding.
No Poison Pill	We do not have a poison
pill.

12 CORNING INCORPORATED - 2015 Proxy Statement

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General Information About Corporate Governance and the Board of Directors

Board Leadership Structure

We do not have an express policy as to whether the roles of Chair of the Board and Chief Executive Officer (CEO) should be combined or separated. Instead, our Board, through our Nominating and Corporate Governance Committee, annually assesses its leadership structure and determines which leadership structure best serves the interests of Corning based on the circumstances. However, if the Chair and CEO roles are combined, our Corporate Governance Guidelines require that we have a Lead Independent Director to complement the Chairs role, and to serve as the principal liaison between the non-management directors and the Chair.

Currently, our Chair and CEO roles are combined. In February 2015, as part of our annual review and assessment of our leadership structure, corporate governance and succession planning, the Board determined that the current leadership structure is working well, as it facilitates effective communication, oversight and governance of the Company while allowing independent decision-making as appropriate. We believe that having Mr. Weeks serve as Chair and CEO demonstrates to our investors, employees, suppliers, customers and other stakeholders that the Company is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations.

The Board believes that the current leadership structure under which five of the six Board committees are chaired by independent directors, and our Lead Independent Director assumes certain responsibilities on behalf of the independent directors remains the optimal board leadership structure for the Company and our shareholders.

As recently announced, Richard T. Clark was re-elected effective February 5, 2015, to the role of Lead Independent Director of the Board by the independent directors.

Lead Independent Director

Our Lead Independent Director is elected annually by the independent, non-management directors.

The Lead Independent Directors regular duties include:

●	approving Board meeting agendas;
●	in
consultation with the Chair and the independent directors, approving Board
meeting schedules to ensure there is sufficient time for discussion of all
agenda items;
●	approving the type of information to be provided to directors for
Board meetings;
●	presiding at all meetings at which the Chair is not present
including executive sessions of the independent directors (which are held
after every Board meeting) and apprising the Chair of the issues
considered;
●	serving as liaison between the Chair and the independent directors;
●	making himself available for consultation and direct communication
with the Companys shareholders;
●	calling meetings of the independent directors when necessary and
appropriate; and
●	performing such other duties as
the Board may from time to time designate.

Our current Lead Independent Director, Richard T. Clark, performs the following additional duties:

| ● | regularly meets with the CEO after regularly scheduled
Board meetings to provide feedback on the independent directors
deliberations; and |
| --- | --- |
| ● | regularly speaks with
the CEO in between Board meetings to discuss matters of concern, often
following consultation with other independent
directors. |

Management Succession Planning

One of the primary responsibilities of the Board is to ensure that Corning has a high-performing management team in place. On an annual basis, the Board conducts a detailed review of management development and succession planning activities to maximize the pool of internal candidates who can assume top management positions without undue interruption.

Risk Oversight

Corning has a comprehensive risk management program that engages the Companys management and Board. The Company uses an Enterprise Risk Management program (ERM) modeled on the COSO II framework. (The Committee of Sponsoring Organizations (COSO) provides thought leadership and guidance on internal controls, enterprise risk management and fraud deterrence. The COSO II internal control framework was released in May 2013). The program utilizes (1) a Risk Council composed of Corning management and staff to aggregate, prioritize and assess risks including financial, operational, business, reputational, governance and managerial risks; and (2) a Compliance Council, which reviews the Companys compliance with laws and regulations of the countries in which we conduct business. Management provides reports on the Companys ERM process and its top risks periodically to the Audit, Finance and Corporate Relations Committees, as well as annually to the Board. The Compliance Council reports directly to each of the Audit Committee and Corporate Relations Committee.

CORNING INCORPORATED - 2015 Proxy Statement 13

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General Information About Corporate Governance and the Board of Directors

Additionally, the full Board provides risk oversight through its review of: potential risks which could negatively impact the proposed budget and plan; the Companys strategic framework and any risks that may negatively impact it; the proposed rationale and risks involved in significant investment or divestiture actions by the Company; and the Companys current research and development projects and associated risks related to such projects. The full Board also engages in periodic discussions regarding risks with our CEO, chief financial officer, general counsel, chief compliance officer, and other company officers, as it deems appropriate.

The Boards risk oversight also occurs by Board Committees, as described above and in each Committees charter. You can review our Committee Charters on our website at http://www.corning.com/investor_relations/corporate_governance/board_committees_charters.aspx.

Committees

The Board has the following Committees and Committee composition as of the date of this proxy statement.

| Committee | Primary
Responsibilities | | Number of Meetings in
2014 |
| --- | --- | --- | --- |
| Audit (1) | ● | Assists the Board of
Directors in its oversight of (i) the integrity of Cornings financial
statements, (ii) the independent registered public accounting firm, and
(iii) Cornings compliance with legal and regulatory
requirements; | 10 |
| | ● | Approves the appointment of Cornings independent registered public
accounting firm; | |
| | ● | Reviews the effectiveness of Cornings internal control over
financial reporting, including disclosure controls; | |
| | ● | Reviews the quarterly and annual financial statements; | |
| | ● | Discusses company policies with respect to risk assessment and risk
management; | |
| | ● | Oversees the independent registered public accounting firms
qualifications, independence and performance; | |
| | ● | Reviews the results of Cornings
annual audit; and | |
| | ● | Determines the appropriateness of fees
for the independent registered public accounting firm. | |
| Compensation (2) | ● | Reviews
Cornings goals and objectives with respect to executive
compensation; | 7 |
| | ● | Evaluates the
CEOs performance in light of Cornings goals and objectives; | |
| | ● | Determines
and approves compensation for the CEO and other officers of
Corning; | |
| | ● | Reviews and
approves employment, severance and change in control agreements for the
CEO and other officers of Corning; | |
| | ● | Recommends to
the Board the compensation arrangements with respect to non-management
directors; | |
| | ● | Oversees
Cornings equity compensation plans; and | |
| | ● | Makes
recommendations to the Board regarding non-equity incentive and equity
incentive plans. | |
| Corporate Relations | ● | Focuses on the areas of employment policy, public policy, external
communications and community relations in the context of the business
strategy of Corning. | 5 |
| Executive | ● | Serves
primarily as a means of taking action requiring Board approval between
regularly scheduled meetings of the Board. The Executive Committee is
authorized to act for the full Board on matters other than those
specifically reserved by New York law to the Board. | 5 |
| Finance | ● | Monitors present and future
capital requirements of Corning; | 6 |
| | ● | Reviews all potential material
transactions, including mergers, acquisitions, divestitures and
investments in third parties; | |
| | ● | Reviews capital expenditure plans
and capital projects; | |
| | ● | Monitors Cornings cash
management plans and activities; | |
| | ● | Reviews Cornings tax position
and strategy; | |
| | ● | Reviews and recommends for
approval by the Board Cornings dividend policy, declaration of dividends,
stock repurchases, and short and long term financing
transactions; | |
| | ● | Reviews strategies for managing
financial, economic and hazard risks including hedging strategies,
insurance programs and other risk management processes; | |
| | ● | Reviews and monitors Cornings
credit rating; | |
| | ● | Reviews funding actions for
Cornings pension programs; and | |
| | ● | Reviews Cornings financial plans
and other financial information that Corning uses in its analysis of
internal decisions. | |

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General Information About Corporate Governance and the Board of Directors

| Committee | Primary
Responsibilities | | Number of Meetings in
2014 |
| --- | --- | --- | --- |
| Nominating and Corporate Governance | ● | Identifies individuals qualified
to become Board members and reviews candidates recommended by
shareholders, and recommends to the Board director nominees to be proposed
for election at the annual meeting of shareholders; | 5 |
| | ● | Determines the criteria for
selecting director nominees; | |
| | ● | Monitors significant developments
in the regulation and practice of corporate governance; | |
| | ● | Develops and recommends to the
Board corporate governance guidelines; | |
| | ● | Assists the Board in assessing
the independence of directors; | |
| | ● | Identifies Board members to be assigned to the various
committees; | |
| | ● | Oversees and assists the Board in the review of the Boards
performance; | |
| | ● | Reviews transactions between Corning and related persons that are
required to be disclosed in our filings with the SEC; and | |
| | ● | Reviews activities of
Board members and senior executives for potential conflicts of interest. | |

| (1) | The Board of Directors has determined
that all members of the Audit Committee satisfy the applicable audit
committee independence requirements of the New York Stock Exchange (NYSE)
and the Securities and Exchange Commission (SEC). The Board also
determined that Mr. Landgraf, Mr. Blair and Dr. Wrighton have acquired the
attributes necessary to qualify them as audit committee financial
experts as defined by applicable SEC rules. |
| --- | --- |
| (2) | The Board of Directors has
determined that all members of the Compensation Committee satisfy the
applicable compensation committee independence requirements of the NYSE
and the SEC. |

Board and Shareholder Meeting Attendance

The Board of Directors met seven times during 2014. Each incumbent director attended at least 75% of the meetings of the Board and standing Committees on which the director served during 2014, with the exception of Mr. Clark, whose attendance fell slightly below the 75% threshold as a result of meetings missed due to the illness and death of a family member. Despite his unavoidable absence, Mr. Clark continued to perform the lead independent director responsibilities, while another independent director chaired the executive sessions of independent directors.

All of our then-serving directors attended our 2014 Annual Meeting of Shareholders. The Board has a policy requiring all directors to attend all Annual Meetings of Shareholders, absent extraordinary circumstances.

Director Independence and Transactions Considered in Independence Determinations

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 New York Stock Exchange (NYSE), applicable U.S. Securities and Exchange Commission (SEC) rules and the Companys director qualification standards.

Of our 14 directors, 86% are independent. Mr. Flaws and Mr. Weeks are not independent because they are executive officers of Corning. Previously, the Board concluded that under the NYSE listing requirements, Dr. Burns could not be considered independent until three years following her retirement as an executive officer of Dow Corning Corporation, an independently managed company in which Corning holds an equity interest but is not controlled by Corning, nor consolidated in our financial statements. Dow Corning is not a subsidiary of Corning. Dr. Burns retired from Dow Corning in December 2011, and has had no ongoing professional relationship with the company. In its February 2015 review, the Board determined that Dr. Burns qualifies as independent under the NYSE listing requirements, applicable SEC rules, and the Companys director qualification standards.

The NYSE listing requirements state that no director may be qualified as independent unless our Board affirmatively determines that the director has no material relationship with Corning. The Board considers all relevant facts and circumstances when making independence determinations, including application of the following NYSE criteria, any of which would bar a director from being determined to be independent:

| ● | the director or an immediate family member is, or has
been within the last three years, an executive officer of
Corning; |
| --- | --- |
| ● | the director has received, or has an immediate family
member who has received, during any 12-month period within the last three
years, more than $120,000 in direct compensation from Corning, other than
director and committee fees and pension or other forms of deferred
compensation for prior service; |
| ● | the director or an immediate family member is a current
partner or employee of a firm that is Cornings internal or external
auditor (and in the case of the family member, such person personally
works on Cornings audit), or at any time during the past three years the
director or the family member was a partner or employee of such firm and
personally worked on Cornings audit; |

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General Information About Corporate Governance and the Board of Directors

| ● | the
director or an immediate family member is, or has been within the last
three years, employed as an executive officer of another company where any
of Cornings present executive officers at the same time serve or served
on that companys compensation committee; and |
| --- | --- |
| ● | the director is a current
employee, or an immediate family member is a current executive officer, of
a company that has made payments to, or received payments from, Corning
for property or services in an amount which, in any of the last three
fiscal years, exceeds the greater of $1 million, or 2% of such other
companys consolidated gross revenues. |

In addition, in accordance with NYSE listing requirements, in determining the independence of any director who will serve on the Compensation Committee, our Board considers all factors specifically relevant to determining whether a director has a relationship with Corning that is material to that directors ability to be independent from management in connection with fulfilling his or her duties as a Compensation Committee member, including but not limited to the source of compensation of such director, including any consulting, advisory or other compensatory fees paid by Corning to the director, and whether such director is affiliated with Corning or any of its subsidiaries or affiliates.

Further, directors who serve on the Audit Committee each must satisfy standards established by the SEC which provide that to qualify as independent for purposes of committee membership, audit committee members may not accept directly or indirectly any consulting, advisory or other compensatory fees from the Company other than their director compensation, and they may not be affiliates of Corning.

Our Corporate Governance Guidelines require the Board to make an annual determination regarding the independence of each of our directors. In making its independence determinations, the Board considered transactions that occurred since the beginning of 2012 between Corning and entities associated with our independent directors or members of their immediate family.

In making director independence determinations, the Board reviewed and discussed information provided by the directors and the Company with regard to each directors business and personal activities as they may relate to Corning and Cornings management. The Boards independence determinations included reviewing the following:

| ● | Mr. Cummings is an employee of JPMorgan Chase & Co.
(JPM). He is not a JPM Section 16 executive under the SEC rules. JPM and
its affiliates provide various investment banking services including
underwriting, commercial lending, banking, and other financial advisory
services, including provision of credit facilities to Corning and its
affiliates. Corning has had a relationship with JPM for many years prior
to both Mr. Cummings service as a director to the Company and his
employment with JPM. Mr. Cummings is precluded from participating in the
services provided by JPM to Corning or the fees Corning pays to JPM. He
has no involvement in Cornings decision as to what services JPM provides
to the Company. Mr. Cummings has no personal interest in, nor does he
receive any personal benefit from Cornings business relationship with
JPM. Cornings payments to JPM and its affiliates for these services
constituted less than the greater of $1 million, or 2% of JPMs
consolidated gross revenues in each of the last three years. Additionally,
Mr. Cummings is a non-management director of W.R. Grace & Co. (WRG).
WRG conducts business in the ordinary course as a supplier or purchaser of
goods or services with Corning and Dow Corning Corporation. During the
previous three years, payments to or from each of these entities
constituted less than the greater of $1 million, or 2% of such entities
consolidated gross revenues in each of those years. |
| --- | --- |
| ● | Each of Mr. Canning, Mr.
Clark, Mr. Martin, Mr. Tookes, Ms. Henretta and Drs. Burns, Huttenlocher
and Wrighton is or was, during the previous three years, a non-management
director or employee of a company or organization that did business with
Corning at some time during those years. The business relationships were
ordinary course dealings, and no Corning director had a personal interest
in, or received a personal benefit from, such relationships. Payments or
contributions to or from each of these entities constituted less than the
greater of $1 million, or 2% of such entities consolidated gross revenues
in each of those years. |

In determining that each of the relationships set forth above are not material, the Board considered the following additional facts: that such relationships arise only from such directors position as an employee or director of the relevant company with which Corning does business; that such director has no direct or indirect material interest in any of the transactions; that such director had no role or financial interest in any decisions about any of these transactions; and that such a relationship would not bar independence under the NYSE listing requirements, applicable SEC rules or Cornings director qualification standards.

Based on all of the relevant facts and circumstances, the Board concluded that none of the director relationships mentioned above constituted a material relationship with Corning that represents a potential conflict of interest, or otherwise interferes with the exercise by any of these directors of his or her independent judgment with respect to Corning.

Policy on Transactions with Related Persons

The Board of Directors has adopted a written policy requiring that any transaction: (a) involving Corning; (b) in which one of our directors, nominees for director, executive officers, or greater than 5% shareholders, or their immediate family members, have a direct or indirect material interest; and (c) where the amount involved exceeds $120,000 in any fiscal year, be approved or ratified by a majority of independent directors of the full Board or by a designated committee of the Board. The Board has designated the Nominating and Corporate Governance Committee with responsibility for reviewing and approving any such transactions.

In determining whether to approve or ratify any such transaction, the independent directors or relevant committee must consider, in addition to other factors deemed appropriate, whether the transaction is on terms no less favorable to Corning than those involving unrelated parties. No director may participate in any review, approval or ratification of any transaction if he or she, or his or her immediate family member, has a direct or indirect material interest in the transaction.

We did not have any transactions requiring review and approval in accordance with this policy during 2014.

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General Information About Corporate Governance and the Board of Directors

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is now, or was during 2014, an officer or employee of the Company. No member of the Compensation Committee had any relationship with the Company or any of its subsidiaries during 2014 pursuant to which disclosure would be required under applicable rules of the SEC pertaining to the disclosure of transactions with related persons. None of the executive officers of the Company currently serves or served during 2014 on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on Cornings Board of Directors or Compensation Committee.

Other Matters

Corning is headquartered in a small community in upstate New York. Throughout its history, the Company has routinely made contributions to civic, educational, charitable, cultural and other institutions that improve the quality of life and increase the resources of the surrounding community, making it more attractive to employees. In a small community, inevitably employees, including executives and their spouses, have relationships with the non-profit organizations that receive such contributions from the Company. The companys philanthropic activities are done both directly and indirectly through its philanthropic arm The Corning Incorporated Foundation (the Foundation).

Corning makes annual contributions to the Foundation. We believe in being an active corporate citizen and the Foundation directs its efforts toward the communities where Corning Incorporated operates, promoting educational and social progress that improves the quality of life for all. Grant activity is aimed at five areas: education, culture, community, health and human services and disaster relief. In 2014, Corning donated $6 million to the Foundation. During the year, the Foundation disbursed approximately $5.6 million of which over 60% was directed toward public education institutions including the Corning Painted Post Area School District and Corning Community College.

Cornings direct giving includes annual contributions to various cultural and educational institutions locally in Corning, New York, and internationally. Locally, the Corning Museum of Glass (CMoG) the worlds leading glass museum is the largest benefactor of support from Corning. Wendell P. Weeks (chairman, CEO and president), James B. Flaws (vice chairman and CFO), David Morse (executive vice president and chief technology officer), Jeffrey W. Evenson (senior vice president and operations chief of staff), and Mark S. Rogus (senior vice president and treasurer) serve on the CMoG board of trustees. In 2014, Corning provided cash and non-cash contributions of services to CMoG of approximately $32 million. Corning has provided approximately $109 million for expansion and improvement of facilities used by CMoG and owned by Corning. The expansion and construction is expected to be completed in early 2015.

Corning has provided financial support to the Alternative School for Math and Science (ASMS), a private middle school located in Corning, New York, with an advanced curriculum focusing on science and math, since its formation in 2004. Currently, children of Corning employees represent approximately 50% of its enrollment. In 2014, non-cash contributions totaled approximately $1.3 million and cash contributions totaled $288,000. Mark S. Rogus (senior vice president and treasurer), Christine M. Pambianchi, (senior vice president, Human Resources), and Kim Frock Weeks (spouse of Wendell P. Weeks, our chairman, CEO and president) serve on the ASMS board of trustees. Ms. Frock Weeks also serves as administrative head of school at ASMS, but receives no salary or benefits in this role. Corning will likely make additional contributions to ASMS in the future. Corning also provides financial support for educational institutions internationally. In 2014, Corning Precision Materials donated approximately $5 million to support a local K-12 school in Asan, South Korea.

Ethics and Conduct

We are committed to conducting business lawfully and ethically. All of our directors and NEOs, like all Corning employees, are required to act at all times with honesty and integrity. Our Code of Conduct covers areas of professional conduct, including conflicts of interest, the protection of corporate opportunities and assets, employment policies, non-discrimination policies, confidentiality, vendor standards and intellectual property, and requires strict adherence to all laws and regulations applicable to our business. Our Code of Conduct also describes the means by which any employee can provide an anonymous report of an actual or apparent violation of our Code of Conduct.

We will disclose any future amendments to, or waivers from, any provision of our Code of Conduct involving our directors, our principal executive officer, principal financial officer, principal accounting officer, controller or other persons performing similar functions on our website within four business days following the date of any such amendment or waiver. No such waivers were sought or granted in 2014.

Communications with Directors

Shareholders and interested parties may communicate concerns to any director, committee member or the Board by writing to the following address: Corning Incorporated Board of Directors, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831 Attention: Corporate Secretary. Please specify to whom your correspondence should be directed. The Corporate Secretary has been instructed by the Board to promptly forward all correspondence (except advertising, spam, junk mail and other mass mailings, product inquiries and suggestions, resumes, surveys or any unduly hostile, threatening or illegal materials) to the relevant director, committee member or the full Board, as indicated in the correspondence.

CORNING INCORPORATED - 2015 Proxy Statement 17

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Proposal 1 Election of Directors

Board of Directors Qualifications and Experience

Our Board is composed of accomplished professionals with diverse areas of expertise including, leadership, finance and investing, industry experience, technology, research and development, innovation, commercial, international business, operations, government, higher education, science, marketing, manufacturing, management, and entrepreneurship. We believe that the broad range of skills, knowledge, opinions and fields of expertise represented on our Board is one of its core strengths.

We believe our directors wide range of professional experiences and backgrounds, education and skills has proved to be of significant value to the Company, and we intend to continue leveraging this strength.

The following table describes key characteristics of our business and experiences of our Board.

	●	●	●	●	●	●	●	●	●	●	●	●	●	●
Key Competencies
Leadership	●	●	●	●	●	●	●	●	●	●	●	●	●	●
Industry Experience	●	●	●	●		●	●	●	●	●	●	●	●
Financial, Investment,
and/or Banking Experience	●	●	●	●	●	●			●		●		●	●
Technology, R&D, Innovation and/or
Entrepreneurial/Commercial Experience		●		●		●	●	●	●	●	●	●	●	●
International Experience	●	●		●		●	●			●			●	●
Academia, Law, Government, Politics or Regulatory
Experience			●	●				●	●	●		●	●	●
Other Factors
Independent Director	●	●	●	●	●		●	●	●	●	●	●		●
Audit Committee Financial Expert per the SEC
rules	●								●					●
Total Public Company Boards (including Corning)	1	3	2	2	3	1	1	1	2	1	1	4	2	3
Board Committees*
Audit	●	●					●	●	C		●			●
Compensation				●					●		C	●
Corporate Relations		C					●			●
Executive			●	●	●	●			●			●	C
Finance	●		●		C	●		●						●
Nominating and Corporate
Governance			●	●	●					●		C

Committee membership as of February 5, 2015; C denotes the Chair of the committee.

Leadership . These directors have CEO or other senior officer experience, and a demonstrated record of leadership qualities, which includes a practical understanding of organizations, processes, strategy, risk and risk management and methods to drive change and growth.

Industry Experience . These directors have experience in or directly relevant to our major businesses, which fosters active participation in, the development and implementation of our operating plan and business strategy. They have valuable perspectives on issues specific to the Companys business.

Financial, Investment, and/or Banking Experience . These directors posess an acute understanding of finance and financial reporting processes. Accurate financial reporting and robust auditing are critical to the Companys success.

Technology, R&D, Innovation and/or Entrepreneurial/Commercial Experience. These directors provide valuable perspectives on developing and investing in new technologies, skills critical to Corning as a science, technology, and innovation company.

International Experience . Cornings future success depends, in part, on our success in growing our businesses outside the United States. Our directors with global business or international experience provide valued perspective on our operations.

18 CORNING INCORPORATED - 2015 Proxy Statement

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Proposal 1 Election of Directors

Academia, Law, Government, Politics or Regulatory Experience . These directors have strong critical thinking and verbal communications skills as well as diversity of views. Legal, government and regulatory experience is relevant to the Company as industry regulations can be critical to the financial welfare and growth of the various businesses.

In addition, our Boards composition represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors:

| Tenure on Board | Number of Director
Nominees |
| --- | --- |
| More than 10
years | 4 |
| 5 to 10 years | 3 |
| Less than 5 years | 7 |

Board Nomination and Renewal Process

The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become Board members and making recommendations on director nominees to the full Board. When identifying and selecting director nominees, the Nominating and Corporate Governance Committee considers the impact a nominee would have on the Boards balance of professional experience, background, viewpoints, skills and areas of expertise. Additionally, the Committee considers input from the Boards self-evaluation process to identify the backgrounds or skill sets that are desired and future needs of the Board in light of anticipated director retirements under our Board tenure policies recognizing that the appropriate mix of director competencies and experiences evolves over time. We believe that our diverse mix of directors allows the Board to engage in candid and challenging discussions, in service of the best decisions for the Company and its shareholders. The Nominating and Corporate Governance Committee also considers diversity of race, gender and national origin of potential director candidates.

The Board maintains the following tenure policies (contained in our Corporate Governance Guidelines) as a means of ensuring that the Board is regularly renewed with fresh perspectives:

| Tenure
Policies | |
| --- | --- |
| Mandatory Retirement | Directors must retire at
the annual meeting of shareholders following the directors 74th
birthday |
| Change in Principal Employment | Directors must offer to resign upon any significant
change in principal employment or
responsibilities |

We had the following changes in our Board since our 2014 Annual Meeting:

| Additions — ● | Donald W. Blair - Appointed in July 2014; identified by
independent search firm; brings substantial financial and
international expertise |
| --- | --- |
| ● | Daniel P. Huttenlocher -
Appointed in February 2015; identified by independent search firm; brings
extensive experience in technology innovation and
commercialization |

The Nominating and Corporate Governance Committee has retained an independent search firm to assist in identifying director candidates, and will also consider recommendations from shareholders. If you wish to nominate a candidate, please forward the candidates name and a detailed description of the candidates qualifications, skills and experience, a document indicating the candidates willingness to serve and evidence of the nominating shareholders ownership of Cornings shares to: Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831. A shareholder wishing to nominate a candidate must also comply with the notice requirements described on page 65.

The Board does not have a specific policy regarding consideration of gender, ethnic or other diversity criteria in identifying director candidates; however, the Board has had a longstanding commitment to, and practice of, maintaining diverse representation on the Board.

CORNING INCORPORATED - 2015 Proxy Statement 19

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Proposal 1 Election of Directors

2015 Nominees for Director

After considering the recommendations of the Nominating and Corporate Governance Committee, the Board has set the number of directors at 14 and nominated the persons described below to stand for election. Each of Messrs. Canning, Clark, Cummings, Flaws, Landgraf, Martin, Tookes and Weeks, Drs. Burns, Rieman and Wrighton, and Ms. Henretta were elected by Cornings shareholders at the 2014 Annual Meeting. Mr. Blair and Dr. Huttenlocher were appointed by Cornings Board of Directors on July 15, 2014 and February 3, 2015, respectively. All of the nominees have consented to being named in this proxy statement and to serve as director if elected. The Board believes that each of these nominees is qualified to serve as a director of Corning and the skills and qualifications of each nominee that were considered by the Board are included with the nominees biographical information. Equally important, the Board believes that the combination of backgrounds, skills and experiences has produced a Board that is well-equipped to exercise oversight responsibilities for Cornings shareholders and other stakeholders.

Our Board unanimously recommends that shareholders vote FOR all of our director nominees.

If elected by our shareholders, the 14 director nominees will serve for a one-year term expiring at our 2016 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been elected and qualified or until the directors earlier resignation or removal.

All of our director nominees are currently members of our Board. Each has been recommended for election by our Nominating and Corporate Governance Committee and approved and nominated for election by our Board.

Below is biographical information about our director nominees. This information is current as of March 1, 2015, and has been confirmed by each of our director nominees for inclusion in our proxy statement.

| Donald W.
Blair — ● | Age: 57 Director Since: 2014 Executive Vice President and Chief Financial Officer, NIKE, Inc. | Skills and
Qualifications: ● Expertise in finance and management ● Executive leadership experience ● Experience in international business and finance | Committees: ● Audit ● Finance Current Public Company Directorships: ● None Public Company
Directorships Held During the Past 5 Years: ● None |
| --- | --- | --- | --- |
| Mr. Blair was elected executive vice president and chief financial officer of NIKE, Inc. in 1999. Prior to joining NIKE, he served 15 years at PepsiCo, Inc. in a number of senior executive-level corporate and operating unit financial assignments, including chief financial officer roles for PepsiCo Japan (based in Tokyo) and Pepsi-Cola International’s Asia Division (based in Hong Kong). He began his career in 1981 as an accountant with Deloitte Haskins & Sells. Mr. Blair brings 34 years of financial expertise and management experience at the international, operational, and corporate levels. He also has proven experience in developing and implementing strategies for delivering sustainable, profitable growth. Mr. Blair’s financial expertise and audit experience are valuable assets to our Finance and Audit committees. | | | |
| Stephanie A.
Burns | | | |
| ● | Age: 60 Director
Since: 2012 Retired Chairman
and Chief Executive Officer Dow Corning Corporation | Skills and
Qualifications: ● Global innovation and business leadership
experience ● Significant expertise in scientific research,
issues management, science and technology leadership and business
management | Committees: ● Audit ● Corporate Relations Current Public Company Directorships: ● GlaxoSmithKline plc. ● Kellogg Company Public Company
Directorships Held During the Past 5 Years: ● None |
| Dr.
Burns has nearly 32 years of global innovation and business leadership
experience. Dr. Burns joined Dow Corning in 1983 as a researcher and
specialist in organosilicon chemistry. In 1994, she became the companys
first director of womens health. She was elected to the Dow Corning Board
of Directors in 2001 and elected as president in 2003. She served as chief
executive officer from 2004 until May 2011 and served as chair from 2006
through 2011. Dr. Burns brings significant
expertise in scientific research, issues management, science and
technology leadership and business management to the Board, as well as
skills related to her Ph.D. in organic chemistry. She is the past honorary
president of the Society of Chemical Industry and was appointed by
President Obama to the Presidents Export Council. Dr. Burns is a former
chair of the American Chemistry
Council. | | | |

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Proposal 1 Election of Directors

| John A. Canning,
Jr. — ● | Age: 70 Director
Since: 2010 Chairman Madison
Dearborn Partners, LLC | Skills and
Qualifications: ● Experience in private equity investing, including
reviewing financial statements and audit results and making investment and
acquisition decisions ● Has insight into economic trends important to our
business ● Law degree ● Experience in banking and managing
investments | Committees: ● Executive ● Finance ● Nominating and Corporate Governance Current Public Company Directorships: ● Exelon Corporation Public Company
Directorships Held During the Past 5 Years: ● None |
| --- | --- | --- | --- |
| Mr. Canning co-founded Madison Dearborn Partners, LLC in 1992, serving as its chief executive officer until he became chairman in 2007. He previously spent 24 years with First Chicago Corporation, most recently as executive vice president of The First National Bank of Chicago and president of First Chicago Venture Capital. Mr. Canning is trustee and chairman of several Chicago-area non-profit organizations. He is a former commissioner of the Irish Reserve Fund and a former director and chairman of the Federal Reserve Bank of Chicago. Mr. Canning brings 34 years of experience in private equity investing, including reviewing financial statements and audit results and making investment and acquisition decisions. As a former director and chairman of the Federal Reserve Bank of Chicago, he has insight into economic trends important to our business. In addition to his business experience, he also has a law degree and is a recognized leader in the Chicago business community. Mr. Canning’s experience in banking and managing investments make him a valued member of our Finance Committee. | | | |
| Richard T.
Clark | | | |
| ● | Age: 69 Director
Since: 2011 Retired
Chairman, President and Chief Executive Officer Merck & Co.,
Inc. | Skills and
Qualifications: ● Broad managerial expertise, operational expertise
and deep business knowledge ● Extensive experience in the issues facing public
companies and multinational businesses | Committees: ● Compensation ● Executive ● Nominating and Corporate Governance Current Public Company Directorships: ● ADP, LLC Public Company
Directorships Held During the Past 5 Years: ● Merck & Co., Inc. |
| Mr. Clark joined Merck in 1972 and held a broad range of senior management positions. He became president and chief executive officer of Merck in May 2005 and chairman of the board in April 2007. He transitioned from the chief executive officer role in January
2011 and served as Merck board chairman through November 2011. He was
president of the Merck Manufacturing Division (June 2003 to May 2005) of
Merck Sharp & Dohme Corp. (formerly known as Merck & Co., Inc.) He
serves on the advisory board of American Securities LLC, a private equity
firm. He is chairman of the board of Project Hope and a trustee of several
charitable non-profit organizations. As the former chairman, president
and chief executive officer of a Fortune 100 company, Mr. Clark brings
broad managerial expertise, operational expertise and deep business
knowledge, as well as a track record of achievement. | | | |
| Robert F. Cummings,
Jr. | | | |
| ● | Age: 65 Director
Since: 2006 Vice Chairman
of Investment Banking JPMorgan Chase & Co. | Skills and
Qualifications: ● Extensive investment banking experience including
finance, business development and mergers and acquisitions ● Knowledge in the areas of technology,
telecommunications, private equity and real estate | Committees: ● Executive ● Finance ● Nominating and Corporate Governance Current Public Company Directorships: ● Viasystems Group, Inc. ● W. R. Grace & Co. Public Company
Directorships Held During the Past 5 Years: ● None |
| Mr.
Cummings was appointed vice chairman of Investment Banking at JPMorgan
Chase & Co. in December 2010, where he advises on client opportunities
across sectors and industry groups. Mr. Cummings began his business career
in the investment banking division of Goldman, Sachs & Co. in 1973 and
was a partner of the firm from 1986 until his retirement in 1998. He
served as an advisory director at Goldman Sachs until 2002. Mr. Cummings Board
qualifications include more than 30 years of investment banking experience
at Goldman Sachs and JPM, where he advised corporate clients on
financings, business development, mergers, and acquisitions and other
strategic financial issues. Additionally, he brings knowledge in the areas
of technology, telecommunications, private equity, and real estate to the
Board. | | | |

CORNING INCORPORATED - 2015 Proxy Statement 21

Table of Contents

Proposal 1 Election of Directors

| James B.
Flaws — ● | Age: 66 Director Since: 2000 Vice Chairman and
Chief Financial Officer Corning Incorporated | Skills and
Qualifications: ● Managerial experience in control, financial,
treasury and business development functions ● Broad experience in financial, investor relations
and supervisory roles ● Deep experience with and understanding of
Cornings business | Committees: ● Executive ● Finance Current Public Company Directorships: ● None Public Company
Directorships Held During the Past 5 Years: ● None |
| --- | --- | --- | --- |
| Mr.
Flaws joined Corning in 1973 and served in a variety of controller and
business management positions. He was elected assistant treasurer of
Corning in 1993; vice president and controller in 1997 and vice president
of finance and treasurer in May 1997; senior vice president and chief
financial officer in December 1997; executive vice president and chief
financial officer in 1999; and to his current position in 2002. Mr. Flaws
is a director of Dow Corning Corporation. Since joining in 1973, Mr. Flaws
has held a wide range of management positions across Cornings control,
financial, treasury, and business development functions in specific line
business units, as well as at corporate-wide levels. As a result of his
diverse responsibilities over more than 40 years, he has very broad
experience in many financial, investor relations, and supervisory roles
within the company, including leading the spinoff of Cornings health care
businesses into two separate publicly traded companies in 1996 and
overseeing many mergers and acquisitions by the company. Mr. Flaws played
an important role in Cornings recovery from the impact of the telecom
industry collapse in 2002. Mr. Flaws led the process for Cornings
acquisition of Samsung Corning Precision Materials in
2013. | | | |
| Deborah A.
Henretta | | | |
| ● | Age: 53 Director Since: 2013 Group President of Global E-Business, Procter &
Gamble | Skills and
Qualifications: ● Significant experience in business leadership and
operations, P&L responsibility ● Skilled in brand building, marketing and emerging
market management | Committees: ● Audit ● Corporate Relations Current Public Company Directorships: ● None Public Company
Directorships Held During the Past 5 Years: ● None |
| Ms.
Henretta has 30 years of business leadership experience across both
developed and developing markets, as well as expertise in brand building/
marketing, philanthropic program development and government relations. She
joined Procter & Gamble (P&G) in 1985. In 2005, she was appointed
President of P&Gs business in ASEAN, Australia and India. She was
appointed group president, P&G Asia in 2007 and group president of
P&G Global Beauty Sector in June 2013. In February 2015, she was
appointed group president of P&G E-Business. Ms. Henretta was a member of
Singapores Economic Development Board (EDB) from 2007 to 2013. She
contributed to the growth strategies for Singapore, and was selected to
serve on the EDBs Economic Strategies Committee between 2009 and 2011. In
2008, she received a U.S. State Department appointment to the Asia-Pacific
Economic Cooperations Business Advisory Council. In 2011, she was
appointed chair of this 21-economy council, becoming the first woman to
hold the position. In that role, she advised top government officials,
including President Barack Obama and former Secretary of State Hillary
Clinton. Ms. Henretta currently serves on the Board of Trustees for
Cincinnati Childrens Medical Center as well as on a number of university
advisory committees, including those for her alma maters St. Bonaventure
University School of Journalism and Syracuse Universitys Newhouse School
of Public Communications. | | | |

22 CORNING INCORPORATED - 2015 Proxy Statement

Part C

Table of Contents

Proposal 1 Election of Directors

| Daniel P.
Huttenlocher — ● | Age: 55 Director Since: 2015 Dean and Vice
Provost, Cornell Universitys New York City Tech
Campus | Skills and Qualifications: ● Experience in technology innovation and
commercialization ● Extensive experience as an international computer
science researcher ● Leadership experience ● Investment experience | Committees: ● Audit ● Finance Current Public Company
Directorships: ● None Public Company Directorships Held During the
Past 5 Years: ● None |
| --- | --- | --- | --- |
| Dr.
Huttenlocher has served as the dean and vice provost at Cornell
Universitys New York City Tech Campus since 2012. From 2001 to 2012, he
held a variety of academic positions at Cornell, including dean of the
Computing and Information Science Department and professor of Computer
Science and Technology Management. Prior to joining Cornell, Dr.
Huttenlocher served as chief technology officer at Intelligent Markets,
Inc., and as a principal scientist at Xerox Palo Alto Research Center. He
currently serves as a director on the board of trustees of the John D. and
Catherine T. MacArthur Foundation where he is chair of the investment
committee and is also a member of the budget and compensation committee
and the nominating committee. Dr. Huttenlocher holds a Ph.D. in
computer science and a Master of Science degree in Electrical Engineering
from the Massachusetts Institute of Technology and a Bachelor of Arts
degree in Computer Science and Psychology from the University of Michigan.
Dr. Huttenlocher brings to the board extensive experience in technology
innovation and commercialization, and expertise in developing
next-generation products and services. | | | |
| Kurt M.
Landgraf | | | |
| ● | Age: 68 Director Since: 2007 Retired President and Chief Executive
Officer Educational Testing Service | Skills and Qualifications: ● Extensive executive management experience in
public companies, non-profit entities, higher education and
government ● Financial expertise ● Operations skills and experience ● Specialized knowledge including technology,
transportation, education, pharmaceuticals, health care, energy, materials
and mergers and acquisitions | Committees: ● Audit ● Compensation ● Executive Current Public Company
Directorships: ● Louisiana-Pacific Corporation Public Company Directorships Held During the
Past 5 Years: ● None |
| Mr.
Landgraf retired as president and chief executive officer of Educational
Testing Service (ETS), a private non-profit educational testing and
measurement organization, on December 31, 2013. Mr. Landgraf had served in
that position since 2000. Prior to that, he was executive vice president
and chief operating officer of E.I. Du Pont de Nemours and Company
(DuPont), where he previously held a number of senior leadership
positions, including chief financial officer. Mr. Landgraf was selected for his
wealth of executive management experience in public companies, non-profit
entities, higher education, and government. He brings to the Board his
financial expertise and operations skills and experience, represented by
his positions at ETS and DuPont. Mr. Landgrafs other areas of specialized
knowledge include technology, transportation, education, finance,
pharmaceuticals, health care, energy, materials, and mergers and
acquisitions. | | | |

CORNING INCORPORATED - 2015 Proxy Statement 23

Table of Contents

Proposal 1 Election of Directors

| Kevin J.
Martin — ● | Age: 48 Director Since: 2013 Counsel Squire
Patton Boggs LLP | Skills and
Qualifications: ● Extensive knowledge of regulatory
environment ● Legal skills and expertise ● Specialized knowledge of telecommunications and
information technology industries ● Experience in private equity
investing | Committees: ● Corporate Relations ● Nominating and Corporate Governance Current Public Company
Directorships: ● None Public Company Directorships Held During the
Past 5 Years: ● None |
| --- | --- | --- | --- |
| Mr. Martin is counsel at
Squire Patton Boggs LLP in the Washington law firms Technology and
Communications practice. Mr. Martin has nearly two
decades experience as a lawyer and policymaker in the telecommunications
field, including his tenure as chairman of the Federal Communications
Commission (FCC) from March 2005 to January 2009. Before joining the FCC
as a commissioner in 2001, Mr. Martin was a special assistant to the
president for Economic Policy and served on the staff of the National
Economic Council, focusing on commerce and technology policy issues. He
also served as the official U.S. government representative to the G-8s
Digital Opportunity Task Force. In 2013, he was elected to the Board of
Directors of Electronic Recyclers International, a private electronics
recycler. Mr. Martin brings deep experience
to the board in the telecommunications, economics, governmental and legal
arenas. | | | |
| Deborah D.
Rieman | | | |
| ● | Age: 65 Director Since: 1999 Executive Chairman MetaMarkets
Group | Skills and
Qualifications: ● Expertise in information technology, innovation
and entrepreneurial endeavors ● Ph.D. in mathematics ● Experience in technology development, marketing,
business development and support, investor relations and
investing | Committees: ● Audit ● Compensation Current Public Company
Directorships: ● None Public Company Directorships Held During the
Past 5 Years: ● Keynote Systems |
| Dr. Rieman has more than 27
years of experience in the software industry. Currently, she is executive
chairman of MetaMarkets Group. Previously, she was managing director of
Equus Management Company, a private investment fund. From 1995 to 1999,
she served as president and chief executive officer of Check Point
Software Technologies, Incorporated. Dr. Rieman is a former director of
Keynote Systems, Tumbleweed Communications Corp and Kintera
Inc. Dr. Rieman brings significant
expertise in information technology, innovation and entrepreneurial
endeavors to the Board and skills related to her Ph.D. in mathematics. She
is also the former president and chief executive officer of a software
company specializing in security and has experience in technology
development, marketing, business development and support, investor
relations and investing. | | | |
| Hansel E. Tookes
II | | | |
| ● | Age: 67 Director Since: 2001 Retired Chairman and Chief Executive
Officer Raytheon Aircraft Company | Skills and
Qualifications: ● Extensive experience in operations, manufacturing,
performance excellence, business development, technology-driven business
environments and military and government contracting ● Education, training and knowledge in science and
engineering | Committees: ● Compensation ● Executive ● Nominating and Corporate Governance Current Public Company
Directorships: ● Ryder Systems Inc. ● NextEra Energy, Inc. ● Harris Corporation Public Company Directorships Held During the
Past 5 Years: ● BBA Aviation plc. |
| Mr. Tookes retired from Raytheon
Company in December 2002. He joined Raytheon in 1999 and served as
president of Raytheon International, chairman and chief executive officer
of Raytheon Aircraft and executive vice president of Raytheon Company.
From 1980 to 1999, Mr. Tookes served United Technologies Corporation as
president of Pratt and Whitneys Large Military Engines Group and in a
variety of other leadership positions. Mr. Tookes provides extensive
experience in operations, manufacturing, performance excellence, business
development, technology-driven business environments, and military and
government contracting. He also brings his science and engineering
education, training and knowledge to the Board. Mr. Tookes industry
expertise includes aviation, aerospace and defense, transportation and
technology. | | | |

24 CORNING INCORPORATED - 2015 Proxy Statement

Table of Contents

Proposal 1 Election of Directors

| Wendell P.
Weeks — ● | Age: 55 Director Since: 2000 Chairman, Chief
Executive Officer and President Corning
Incorporated | Skills and Qualifications: ● Wide range of experience including financial
management, business development, commercial leadership, and general
management ● Experience in many of Cornings businesses and
technologies ● Experience as chief executive
officer | Committees: ● Executive Current Public Company
Directorships: ● Merck & Co., Inc. Public Company Directorships Held During the
Past 5 Years: ● None |
| --- | --- | --- | --- |
| Mr. Weeks joined Corning in
1983. He was named vice president and general manager of the Optical Fiber
business in 1996; senior vice president in 1997; senior vice president of
Opto Electronics in 1998; executive vice president in 1999; and president,
Corning Optical Communications in 2001. Mr. Weeks was named president and
chief operating officer of Corning in 2002; president and chief executive
officer in 2005; and chairman and chief executive officer on April 26,
2007. He added the title of president in December 2010. Mr. Weeks brings deep and broad
knowledge of the company based on his long career across a wide range of
Cornings staff groups and major businesses. Mr. Weeks has 31 years of
Corning experience including financial management, business development,
commercial leadership, and general management. His experiences in many of
Cornings businesses and technologies, and 10 years as chief executive
officer, have given him a unique understanding of Cornings diverse
business operations and innovations. | | | |
| Mark S.
Wrighton | | | |
| ● | Age: 65 Director Since: 2009 Chancellor and Professor
of Chemistry, Washington University in St. Louis | Skills and Qualifications: ● Expertise in materials and research interests in
the areas of transition metal catalysis, photochemistry, surface
chemistry, molecular electronics, and photoprocesses at
electrodes ● Executive leadership experience | Committees: ● Audit ● Finance Current Public Company
Directorships: ● Cabot Corporation ● Brooks Automation, Inc. Public Company Directorships Held During the
Past 5 Years: ● None |
| Since 1995, Dr. Wrighton has
been chancellor and professor of Chemistry at Washington University in St.
Louis, a major research university. Before joining Washington University,
he was a researcher and professor at the Massachusetts Institute of
Technology, where he was head of the Department of Chemistry from 1987 to
1990, and then provost from 1990 to 1995. Dr. Wrighton served as a
presidential appointee to the National Science Board from 2000 to 2006,
and chaired that Boards audit and oversight committee during that time.
He also is a past chair of the Association of American Universities, The
Business Higher Education Forum and the Consortium on Financing Higher
Education, and continues as a member of these organizations. He was
elected to membership in the American Academy of Arts and Sciences and the
American Philosophical Society, and he is a Fellow of the American
Association for the Advancement of Science. Dr. Wrighton is a professor,
chemist and research scientist with expertise in materials and research
interests in the areas of transition metal catalysis, photochemistry,
surface chemistry, molecular electronics, and in photoprocesses at
electrodes. Under Chancellor Wrightons leadership, Washington University
has grown significantly in academic stature, research enterprise,
infrastructure, student quality, curriculum and international reputation.
In addition to his executive leadership, Dr. Wrighton brings to the Board
his vast scientific knowledge and understanding of complex research and
development issues. | | | |

CORNING INCORPORATED - 2015 Proxy Statement 25

Table of Contents

Director Compensation

The Company uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board, as described below. Members of the Board who are employees of the Company are not compensated for service on the Board or any of its Committees.

Directors may elect to defer all or a portion of their cash compensation. Amounts deferred may be paid in cash or stock, as applicable, and while deferred may be allocated to (1) an account earning interest, compounded quarterly, at the rate equal to the prime rate of Citibank, N.A. at the end of each calendar quarter, (2) a restricted stock unit account, or (3) a combination of such accounts. At December 31, 2014, six directors had elected to defer compensation.

2014 Director Compensation

Annual Retainer	$60,000
Lead
Independent Director Retainer	Lead Independent Director receives an additional retainer of
$25,000 per year.
Committee Chair Retainer	Committee Chairs receive an
additional retainer of $15,000 per year. Beginning in 2015, the annual
retainer for the Audit Committee Chair will be $20,000.
Board and
Committee Meeting Attendance	$1,750 for each Board meeting, committee meeting or special
session attended. (Each two-day Board meeting typically consists of three
Board sessions and two committee meetings for each
director.)
Annual Equity Grants	Each non-employee director annually receives a form of
long-term equity compensation approved by the Compensation Committee.
Non-employee directors generally receive their awards at the February
meeting. If, however, a non-employee director is appointed between the
February meeting and December 31, then that director will receive his/her
pro-rata award shortly after joining the Board.
	In
2014, Corning issued 7,692 shares of restricted stock (with a grant date
value of approximately $135,000) to each non-employee director under the
2010 Equity Plan for Non-Employee Directors. These restricted shares are
subject to forfeiture and are not available for transfer or exercise until
six months after the date of a directors retirement or
resignation.

In 2014, the directors below performed these roles:

Name	Role During 2014
Dr. Burns	Corporate Relations
Chair
Mr. Clark	Lead Independent Director
Mr.
Cummings	Finance Chair
Mr. Landgraf	Audit Chair
Dr. Rieman	Compensation
Chair
Mr.
Tookes	Nominating and Corporate Governance
Chair

Non-employee directors are reimbursed for expenses (including costs of travel, food, and lodging) incurred in attending Board, committee, and shareholder meetings. While travel to such meetings may include the use of Company aircraft, if available or appropriate under the circumstances, the directors generally use commercial transportation or their own transportation. Directors are also reimbursed for reasonable expenses associated with certain other activities related to their role, including participation in director education programs.

Other

Corning has a Directors Charitable Giving Program pursuant to which a director may direct the Company to make a charitable bequest to one or more qualified charitable organizations recommended by such director and approved by Corning in the amount of $1,000,000 (employee directors) or $1,250,000 (non-employee directors) following his or her death. We fund this program by purchasing insurance policies on the lives of the directors. However, we are under no obligation to use the proceeds of the insurance policies to fund a directors bequest and can elect to retain any proceeds from the policies as assets of Corning and use another source of funds to pay the directors bequests. In 2014, we paid a total of $18,627 in premiums and fees on such policies for our current directors. Because the charitable deductions and cash surrender value of life insurance policies accrue solely to Corning, the directors derive no financial benefit from the program, and we do not include these amounts in the directors compensation. Generally, one must be a director for five years to participate in the program. In 2014, Messrs. Cummings, Flaws, Landgraf, Tookes and Weeks and Drs. Brown, Rieman and Wrighton were eligible to participate in the program.

Directors are also eligible to participate in the Corning Foundation Matching Gift Program for eligible charitable organizations. This Program is available to all Corning employees. The maximum matching gift amount available from the Foundation for each participant in the Program is $7,500 in any calendar year.

Corning also pays premiums on directors and officers liability insurance policies covering directors.

26 CORNING INCORPORATED - 2015 Proxy Statement

Table of Contents

Director Compensation

2014 Director Compensation Table

Name (1) — Donald W. Blair	$ 69,500	Stock Awards (3) — $ 61,882	$ 7,500	Total — $ 138,882
John Seely
Brown	46,250	44,998	0	91,248
Stephanie A. Burns	127,500	134,995	0	262,495
John A. Canning,
Jr.	130,000	134,995	7,500	272,495
Richard T. Clark	135,750	134,995	7,500	278,245
Robert F. Cummings,
Jr.	146,750	134,995	0	281,745
Deborah A. Henretta	130,000	134,995	0	264,995
Kurt M.
Landgraf	157,250	134,995	1,000	293,245
Kevin J. Martin	124,750	134,995	0	259,745
Deborah D.
Rieman	146,750	134,995	0	281,745
Hansel E. Tookes	148,500	134,995	0	283,495
Mark S. Wrighton	130,000	134,995	7,500	272,495

| (1) | Mr. Blair joined the Board
in July 2014. Dr. Brown retired from the Board in April 2014. |
| --- | --- |
| (2) | Includes all fees and retainers paid or deferred
pursuant to the Corning Incorporated Non-Employee Directors Deferred
Compensation Plan. |
| (3) | The amounts in this column reflect the aggregate grant
date fair value computed in accordance with FASB ASC Topic 718 of awards
of restricted stock granted pursuant to the 2010 Equity Plan for
Non-Employee Directors. Assumptions used in the calculation of these
amounts are included in Note 19 to the Companys audited financial
statements for the fiscal year ended December 31, 2014 included in the
Companys Annual Report on Form 10-K filed with the SEC on February 13,
2015. There can be no assurance that the grant date fair value amounts
will ever be realized. The total number of award shares outstanding each
Director had as of December 31, 2014 is shown in the table below. Total
stock holdings for directors as of December 31, 2014 are shown in the
Beneficial Ownership of Directors and Officers table. |
| (4) | The amounts in this
column reflect charitable donation matches made by Corning Foundations
Matching Gift Program. |

The following are the total number of award shares outstanding each Director had as of December 31, 2014:

Name — Donald W. Blair	2,836	0
John Seely
Brown	0	0
Stephanie A. Burns	26,127	0
John A. Canning,
Jr.	34,743	1,323
Richard T. Clark	27,555	0
Robert F. Cummings,
Jr.	50,279	11,872
Deborah A. Henretta	11,558	0
Kurt M.
Landgraf	48,550	9,868
Kevin J. Martin	17,099	0
Deborah D.
Rieman	85,206	14,888
Hansel E. Tookes	72,456	14,888
Mark S. Wrighton	43,906	6,775

(1) No options were granted to non-employee directors in 2014.

CORNING INCORPORATED - 2015 Proxy Statement 27

Table of Contents

Stock Ownership Information

Stock Ownership Guidelines

Stock ownership disclosed in this proxy statement includes shares directly or indirectly owned, and shares issuable or options exercisable that the person has the right to acquire within 60 days. We believe our stock ownership guidelines for our directors and executive officers are aligned with shareholders interests because the guidelines reflect equity that has economic exposure to both upside and downside risk.

All directors and named executive officers (NEOs) are expected to achieve the required levels of ownership under our stock ownership guidelines within five years of their election or appointment. All directors and NEOs who have been such for five years or more currently comply with our guidelines.

| Directors | CEO | Other
NEOs |
| --- | --- | --- |
| 5X Annual Cash Retainer | 6X Base Salary | 3X Base Salary |

Beneficial Ownership of Directors and Officers

The following table shows, as of December 31, 2014, the number of shares of Corning common stock beneficially owned and the aggregate number of shares of common stock and common stock-based equity, including stock options and RSUs that will vest or become exercisable within 60 days, as applicable, held by each director and NEO; and all directors, Section 16 officers and NEOs as a group.

						Percent of Class
DIRECTORS
Donald W.
Blair	2,863		0	0	2,863
Stephanie
A. Burns	26,127		0	2,363	28,490
John A.
Canning, Jr.	94,743		1,323	0	96,066
Richard T.
Clark	27,555		0	0	27,555
Robert F.
Cummings, Jr.	130,279		11,872	0	142,151
Deborah A.
Henretta	11,558		0	0	11,558
Kurt M.
Landgraf	48,550		9,868	0	58,418
Kevin J.
Martin	17,099		0	0	17,099
Deborah D.
Rieman	120,456		14,888	0	135,344
Hansel E.
Tookes II	82,456		14,888	0	97,344
Mark S.
Wrighton	44,906		6,775	0	51,681
NAMED EXECUTIVE OFFICERS
Wendell P.
Weeks	715,640	(4)	1,619,847	127,989	2,463,476
James B.
Flaws	275,074		774,558	64,199	1,113,831
James P.
Clappin	38,106		352,550	29,026	419,682
Lawrence
D. McRae	88,627		376,260	36,484	501,371
Kirk P.
Gregg	158,429		528,813	36,569	723,811
ALL DIRECTORS, SECTION 16 OFFICERS AND
NEOS
As a group (23
persons)	2,733,135	(5)(6)	5,066,680	418,954	7,612,177	0.61%

| (1) | Includes shares of common
stock subject to forfeiture and restrictions on transfer, granted under
Cornings Incentive Stock Plans. |
| --- | --- |
| (2) | Includes shares of common stock subject to forfeiture
and restrictions on transfer, granted under Cornings Restricted Stock
Plans for non-employee directors. |

28 CORNING INCORPORATED - 2015 Proxy Statement

Table of Contents

Stock Ownership Information

| (3) | Includes shares of common
stock held by JPMorgan Chase & Co. as the trustee of Cornings
Investment Plans for the benefit of the members of the group, who may
instruct the trustee as to the voting of such shares. If no instructions
are received, the trustee votes the shares in the same proportion as it
votes the shares for which instructions were received. The power to
dispose of shares of common stock is also restricted by the provisions of
the plans. The trustee holds for the benefit of Messrs. Weeks, Flaws,
McRae, Clappin and Gregg all executive officers as a group the equivalent
of 11,471; 0; 6,148; 2,109; 0; and 22,487 shares of common stock,
respectively. It also holds for the benefit of all employees who
participate in the plans the equivalent of 16,715,539 shares of common
stock (being 1.33% of the class). |
| --- | --- |
| (4) | Includes 704,169 shares held by a revocable trust of
which Mr. Weeks is the beneficiary, and he currently has no voting
authority over these shares. |
| (5) | Does not include 34,982 shares owned
by the spouses and minor children of certain executive officers and
directors as to which such officers and directors disclaim beneficial
ownership. |
| (6) | As of
December 31, 2014, none of our directors or executive officers had pledged
any such shares. |

Beneficial Ownership of Cornings Largest Shareholders

The following table shows those persons known to the Company to be the beneficial owners of 5% or more of the Companys common stock as of December 31, 2014. In furnishing the information below, the Company has relied on information filed with the SEC by the beneficial owners.

| Name and Address of
Beneficial Owner | Number of Common
Shares Beneficially Owned | Percent
of Class (1) |
| --- | --- | --- |
| The Vanguard Group | 69,111,582 (2) | 5.39% |
| 100 Malvern Blvd. | | |
| Malvern, PA 19355 | | |

(1) Reflects shares beneficially owned by The Vanguard Group (Vanguard), according to a Schedule 13G filed by Vanguard with the SEC on February 11, 2015, reflecting ownership of shares as of December 31,2014. Vanguard has sole voting power with respect to 2,220,113 shares and sole dispositive power with respect to 67,202,718 shares and shared dispositive power with respect to 2,090,864 shares. According to the Schedule 13G, Vanguard beneficially owned 5.39% of our common stock as of December 31, 2014.

BlackRock, Inc.
55 East 52 nd Street
New York, NY 10022

(1) Reflects shares beneficially owned by BlackRock, Inc. (BlackRock), according to a Schedule 13G filed by BlackRock with the SEC on February 3, 2015, reflecting ownership of shares as of December 31,2014. BlackRock has sole voting power and sole dispositive power with respect to 67,660,468 shares and shared voting power and shared dispositive power with respect to 60,818 shares. According to the Schedule 13G, BlackRock beneficially owned 5.3% of our common stock as of December 31, 2014.

Section 16(a) Beneficial Ownership Reporting Compliance

SEC rules require disclosure of those directors, officers, and beneficial owners of more than 10% of our common stock who fail to timely file reports required by Section 16(a) of the Securities Exchange Act of 1934 during the most recent fiscal year. Based solely on review of reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2014, all Section 16(a) filing requirements were met.

CORNING INCORPORATED - 2015 Proxy Statement 29

Table of Contents

Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee evaluates the selection of our independent auditor each year and has selected PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2015. PwC has served in this role since 1944. The Audit Committee concluded that many factors contribute to the continued support of PwCs independence, such as the oversight of the Public Company Accounting Oversight Board (PCAOB) through the establishment of audit, quality, ethics, and independence standards in addition to conducting audit inspections; the mandating of reports on internal control over financial reporting; PCAOB requirements for audit partner rotation; and limitations imposed by regulation and by the Audit Committee on non-audit services provided by PwC. The Audit Committee preapproves all audit and permitted non-audit services that PwC performs for the Company, and it approves the audit fees associated with the engagement of PwC. All services provided to Corning by PwC in 2013 and 2014 were pre-approved by the Audit Committee in accordance with the policy.

In conjunction with the mandated rotation of the PwC's lead engagement partner, the Audit Committee and its chairperson are directly involved in the selection of PwC's new lead engagement partner. In considering continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. The Committee has determined that such a rotation would likely cause significant disruption to the Company without a providing any significant benefit. The members of the Audit Committee and the Board believe that the continued retention of PwC to serve as the Company's independent registered public accounting firm is in the best interests of the Company and its investors.

As a matter of good corporate governance, the Board submits the selection of the independent audit firm to our stockholders for ratification. If the selection of PwC is not ratified by a majority of the shares of common stock present or represented at the annual meeting and entitled to vote on the matter, the Audit Committee will review its future selection of an independent registered public accounting firm in light of that vote result. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different registered public accounting firm at any time during the year if the committee determines that such change would be appropriate.

Corning expects representatives of PricewaterhouseCoopers LLP to be present at the Annual Meeting and available to respond to questions that may be raised there. These representatives may comment on the financial statements if they so desire.

Our Board unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.

Fees Paid to Independent Registered Public Accounting Firm

Aggregate fees for professional services rendered by PwC in 2013 and 2014:

	2013	2014
Audit Fees	$ 7,207,000	$ 9,353,000
Audit Related
Fees	439,000	1,487,000
Tax Fees	1,223,000	1,606,000
All Other Fees	33,000	358,000
Total Fees	$ 8,901,000	$ 12,805,000

Audit Fees. These fees are composed of professional services rendered in connection with the annual audit of Cornings consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting, and reviews of Cornings quarterly consolidated financial statements on Form 10-Q that are customary under auditing standards generally accepted in the United States. Audit fees also include statutory audits of Cornings foreign jurisdiction subsidiaries, audit of new information technology systems, tax related audit support, comfort letters, consents for other SEC filings and reviews of documents filed with the SEC.

Audit-Related Fees. These fees are composed of professional services rendered in connection with due diligence pertaining to acquisitions, the acquisition of an equity company, procedures to translate certain financial statements for foreign subsidiaries, employee benefit plan audits, agreed-upon procedures and the implementation of a new accounting policy.

Tax Fees. These fees are composed of statutory tax compliance, preparation and assistance for Cornings foreign jurisdiction subsidiaries, expatriate tax return compliance, other tax compliance projects and assistance in preparing a tax advance pricing agreement.

All Other Fees. These fees are composed of an information technology security assessment and a fee relating to licensing technical accounting software from the independent registered public accounting firm and a fee to subscribe to certain benchmarking studies published by the independent registered public accounting firm.

30 CORNING INCORPORATED - 2015 Proxy Statement

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Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm

Policy Regarding Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services by Cornings independent registered public accounting firm. The full Audit Committee approves annually projected services and fee estimates for these services and other major types of services. The Audit Committee chairman has been designated by the Audit Committee to approve any services arising during the year that were not pre-approved by the Audit Committee and services that were pre-approved, but for which the associated fees will materially exceed the budget established for the type of service at issue. Services approved by the chairman are communicated to the full Audit Committee at its next regular meeting. For each proposed service, the independent registered public accounting firm is required to provide supporting documentation detailing said service and confirm that the provision of such services does not impair its independence. The Audit Committee regularly reviews reports detailing services provided to Corning by its independent registered public accounting firm.

Report of the Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in its general oversight of Cornings financial reporting, internal controls and audit functions. The Audit Committee operates under a written charter adopted by the Board of Directors. The directors who serve on the Audit Committee have no financial or personal ties to Corning (other than director compensation and equity ownership as described in this proxy statement) and are all financially literate and independent for purposes of the New York Stock Exchange listing standards. The Board of Directors has determined that none of the Audit Committee members have a relationship with Corning that may interfere with the members independence from Corning and its management.

The Audit Committee met with management periodically during the year to consider the adequacy of Cornings internal controls and the objectivity of its financial reporting. The Audit Committee discussed these matters with Cornings independent registered public accounting firm and with the appropriate financial personnel and internal auditors. The Audit Committee also discussed with Cornings senior management and independent registered public accounting firm the process used for certifications by Cornings chief executive officer and chief financial officer that are required for certain of Cornings filings with the SEC. The Audit Committee met privately with both the independent registered public accounting firm and the internal auditors, both of whom have unrestricted access to the Audit Committee.

The Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. Management is responsible for: the preparation, presentation and integrity of Cornings financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on the effectiveness of internal control over financial reporting.

During the course of 2014, management updated the documentation, and performed testing and evaluation of Cornings system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation, and it provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management, internal audit and the independent registered public accounting firm at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with, and the Audit Committee reviewed a report on, the effectiveness of Cornings internal control over financial reporting. The Audit Committee also reviewed: the report of management contained in Cornings Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC; as well as PricewaterhouseCoopers LLPs Report of Independent Registered Public Accounting Firm included in Cornings Annual Report on Form 10-K for the year ended December 31, 2014 related to its audits of the consolidated financial statements and financial statement schedule, and the effectiveness of internal control over financial reporting.

The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by SAS 114, The Auditors Communication with Those Charged with Governance, and Public Company Accounting Oversight Board Auditing Standard No. 5, An Audit of Internal Control Over Financial Reporting That is Integrated with an Audit of Financial Statements. In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firms communications with the Audit Committee concerning independence and discussed with them their independence from Corning and its management. The Audit Committee has considered whether the provision of permitted non-audit services by the independent registered public accounting firm to Corning is compatible with the auditors independence.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors and the Board of Directors approved that the audited financial statements be included in Cornings Annual Report on Form 10-K for the year ended December 31, 2014.

The Audit Committee:

Kurt M. Landgraf, Chair Donald W. Blair Deborah A. Henretta Daniel P. Huttenlocher (recused from approval, as new Committee member) Deborah D. Rieman Mark S. Wrighton

CORNING INCORPORATED - 2015 Proxy Statement 31

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Proposal 3 Advisory Approval of Executive Compensation

Advisory Vote to Approve Executive Compensation (Say on Pay)

Our Board of Directors requests that shareholders approve the compensation of our Named Executive Officers (NEOs), pursuant to Section 14A of the Securities Exchange Act of 1934, as disclosed in this proxy statement, which includes the Compensation Discussion and Analysis, the Summary Compensation Table and the supporting tabular and narrative disclosure on executive compensation.

This vote is advisory and not binding on the Company, but the Board of Directors values the opinions that shareholders express in their voting and will consider the outcome of the vote in determining our executive compensation programs.

Say on Pay Proposal

Our management team and the Board strive to balance near-term results with long-term shareholder value through thoughtful investments in research and development. Accordingly, we maintain a pay for performance philosophy that forms the foundation for all decisions regarding executive compensation made by the Compensation Committee. In addition, our compensation programs are designed to facilitate strong corporate governance.

For these reasons, the Board of Directors recommends that shareholders vote in favor of the resolution:

RESOLVED, that on an advisory non-binding basis, the total compensation paid to the Companys Named Executive Officers (CEO, CFO and three other most highly compensated executives), as disclosed in the proxy statement for the 2015 Annual Meeting of Shareholders pursuant to Section 14A of the Securities Exchange Act of 1934, including the Compensation Discussion and Analysis and the supporting tabular and related narrative disclosure on executive compensation, is hereby APPROVED.

Our Board unanimously recommends a vote FOR the resolution approving the compensation of our Named Executive Officers.

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Compensation Discussion & Analysis

This Compensation Discussion and Analysis (CD&A) focuses on the 2014 compensation of our Named Executive Officers (NEOs) and how this compensation aligns with our pay for performance philosophy.

Our NEOs in fiscal year 2014 were:

Named Executive Officer	Role	Tenure in role
Wendell P.
Weeks	Chairman, Chief Executive
Officer (CEO) and President	10 Years as CEO	32 Years
		(8 years as CEO/Chairman)
James B. Flaws	Vice Chairman and Chief Financial
Officer	17 Years as CFO	42 Years
James P.
Clappin	President, Corning Glass
Technologies	9
Years	35 Years
Lawrence D. McRae	Executive Vice President, Strategy
and Corporate Development	15 Years	29 Years
Kirk P. Gregg	Executive Vice President and Chief
Administrative Officer	17 Years	22 Years

CD&A Table of Contents

To assist shareholders in finding important information, we call your attention to the following sections of the CD&A:

Executive Summary	34
Company Performance
Highlights	34
Executive
Compensation Program: Structure and Highlights	36
Shareholder Engagement and Program
Updates in 2014	39
Robust Compensation
Program Governance	40
Compensation Peer Group	42
2014 Financial
Performance Peer Group	43
Compensation Tables	46

CORNING INCORPORATED - 2015 Proxy Statement 33

Part D

Table of Contents

Compensation Discussion & Analysis

Executive Summary

Executive Compensation Philosophy

At Corning, we believe the commitment and contributions of our employees determine our success. Our compensation program is designed to attract and retain the most talented employees within our industry segments and to motivate them to perform at the highest level, thereby aligning their goals with those of long-term shareholders and ensuring that we create sustainable growth in profitability, sales and cash flow. Our leaders must possess deep technical understanding in our core technologies as well as broad business, commercial and leadership experience. In order to attract, retain and motivate this caliber of talent, the Compensation Committee (the Committee) is committed to promoting a performance-based culture that motivates executives by tying rewards to measurable financial metrics that support the creation of long-term value for our shareholders.

Business Overview

Corning is one of the worlds leading innovators in materials science. For more than 160 years, Corning has applied its unparalleled expertise in specialty glass, ceramics, optical physics and process engineering to develop products that have transformed peoples lives. Today, Cornings products enable diverse industries such as consumer electronics, telecommunications, transportation, and life sciences. With a culture that prizes innovation, Corning competes in a global environment in which we drive industry leading technologies across each of our business segments:

| Business Segment | % of 2014 Core Net
Sales | Primary Products | Primary Competitors |
| --- | --- | --- | --- |
| Display Technologies | 43 % | Glass substrates for LCD flat panel televisions, computer
monitors, laptops, and other consumer electronics, advanced optics and
specialty glass solutions for a number of industries | Asahi Glass Co. Ltd. Nippon Electric Glass Co.
Ltd. |
| Optical
Communications | 26 % | Optical fiber, cable, and hardware
and equipment for telephone and Internet communication networks | Prysmian Group TE
Connectivity Ltd. |
| Specialty Materials | 12 % | Cover glass for consumer electronics, advanced optics, and
specialty glass solutions for a number of industries | Asahi Glass Co. Ltd. Nippon Electric Glass Co.
Ltd. |
| Environmental
Technologies | 11 % | Ceramic substrates and diesel filters
for emission control systems | Ibiden Co., Ltd. NGK
Insulators Ltd. |
| Life Sciences | 8 % | Glass and plastic labware, as well as
label-free technology, media, and reagents for cell culture, genomics, and
bioprocessing applications | Thermo Fisher Scientific,
Inc. |

Equity Investments

In addition to the business segments outlined above, we also have a number of equity investments, which contribute significantly to the Companys overall performance. We became the 100% owner of Samsung Corning Precision Materials Co., Ltd. (SCP), on January 15, 2014 and beginning with the first quarter of 2014 we began to consolidate SCP (now known as Corning Precision Materials Co., Ltd., or CPM) fully into our results. The largest of the remaining equity investments is Dow Corning Corporation (DCC), an independently managed company that was formed in partnership with Dow Chemical in 1943. Our 2014 reported core net sales do not include Cornings share of DCCs $6.2 billion in sales, which was over $3 billion. Senior management of Corning supports stewardship of these companies, and the size, complexity and contribution of these equity investments are significant for Corning and its shareholders.

Company Performance Highlights

Note Regarding Core Performance Measures

Throughout this CD&A we refer to our core net sales, core EPS and adjusted operating cash flow, which are non-GAAP financial measures. These core performance measures remove the impact of changes in the Japanese yen and Korean won exchange rates versus the US dollar, as well as other special items that do not reflect the ongoing operations of the Company. Please see the section titled Program Updates in 2014 Shift to Core Performance Measures on page 39 of this CD&A and the section titled Core Performance Measures on page 37 of our 2014 Annual Report on Form 10-K for additional information about our core performance measures and why we use them. Appendix A to this proxy statement contains a reconciliation of these non-GAAP measures to our audited GAAP financial statements.

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Compensation Discussion & Analysis

2014 Business Environment and Company Performance

2014 was an excellent year for Corning. In the fourth quarter, we delivered our ninth consecutive quarter of year-over-year core EPS growth, along with the highest core net sales in Cornings history. For the full year 2014, core EPS increased approximately 24% over 2013 as the Company advanced a number of strategic initiatives, including: (1) continuation of the positive momentum in Display Technologies, (2) integration of Corning Precision Materials (formerly SCP) and capture of the related synergies, (3) growth of core net sales and profits in our non-Display segments, and (4) returning cash to shareholders.

Total Shareholder Return (TSR)

● Total Shareholder Returns: Corning delivered total shareholder return (TSR), of 31.2%, more than double the S&P 500 index total returns, consisting of stock price appreciation plus reinvestment of dividends paid throughout the year. This performance placed us in the top quartile of the S&P 500 Index and in the top decile of our compensation peers for the year.

Key Operational Measures

| ● | Core net sales
growth: Core net sales increased by 29% year-over-year |
| --- | --- |
| ● | Core EPS growth: Core earnings per share increased by 24% year-over-year, capping 9 consecutive quarters of core EPS
growth |
| ● | Adjusted Operating Cash
Flow: Increased by 13% year-over-year |

CORNING INCORPORATED - 2015 Proxy Statement 35

Table of Contents

Compensation Discussion & Analysis

Return of Capital to Shareholders

Returning Value to Shareholders: In 2014, Corning repurchased $2.6 billion of outstanding common shares. Additionally, in December 2014, we announced a 20% increase in our common stock dividend, beginning in the first quarter 2015, and a new $1.5 billion share repurchase program. Since 2011, when we announced expectations of increased free cash flow, we have increased the dividend 140% (from $0.05 per share per quarter to $0.12) and repurchased 18% of our outstanding common shares.

Executive Compensation Program: Structure and Highlights

In order to ensure compensation is aligned to long-term value creation, we believe a well-structured program must balance near-term financial results with building long-term value through thoughtful investments in innovation and process engineering.

To that end, our compensation program provides a number of forms of executive compensation, each tailored to encourage an aspect of the Companys performance that the Committee believes is important for driving long-term shareholder value. Given the strategic importance of growing sales in our non-Display businesses, we include a revenue measure in both our short-term and long-term incentive programs while continuing to place the most emphasis on profitability and cash generation goals.

The following is an overview of the components of the 2014 program.

Summary of Cornings Executive Compensation Program

| Key
Pay Elements — Form
of Compensation Delivered | Short-Term/Annual
Incentives — Performance Incentive Plan (Cash) | Goal
Sharing (Company-Wide Unit Plan; Paid in Cash) | Long-Term
Incentives — Cash
Performance Units (CPUs) | Equity
Incentives: Restricted Stock Units
(RSUs) & Stock Options |
| --- | --- | --- | --- | --- |
| | ⬇ | ⬇ | ⬇ | ⬇ |
| Performance Metrics | 75% Core
EPS 25% Core Net Sales | Weighted Average of Business
Unit Plans | 60% of LTI
Target, based on: ● 70% Adjusted
Operating Cash Flow ● 30% Core Net Sales | 40% of LTI
Target: ● 25% RSUs ● 15% Stock
Options |

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Compensation Discussion & Analysis

We believe these features offer the following benefits:

Clear, measurable and challenging goals: We base our performance objectives on the results of a rigorous goal-setting process that relies on both business-driven bottom-up and corporate top-down budgets.

Performance targets are set using core performance measures. Beginning in 2013, we reduced our economic risk to a weaker Japanese yen and Korean won by executing hedges that protected us from the impact of exchange rates rising above 93 Japanese yen and 1100 Korean won to the U.S. dollar, and moved to provide core performance measures in addition to GAAP financial measures to provide a clearer view of the Companys core operating results to our investors. Our core performance results are stated at a constant yen-to-U.S. dollar exchange rate of 93 and a constant won-to-U.S. dollar exchange rate of 1100 to remove the volatility from currency fluctuations, allowing more clarity and transparency on the operating drivers of our financial results and performance-based compensation measures.

Our incentive plans also require targets to be exceeded by a meaningful margin before payouts increase significantly. This element discourages imprudent risk-taking, creates a strong incentive to set reasonable and challenging goals, and fosters strong focus on achievement of the annual business plan.

Our rigorous goal setting process is demonstrated in the following measures for our short- and long-term incentive plans*:

| | | 2014 PIP Measures (Short
Term Incentive) | | | | 2014 CPU
Measures (Year One of Three-Year
Average Plan) (Long Term Incentive) | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Core Net Sales
Goal (Weighted 25%) | | Core EPS Goal (Weighted
75%) | | Core Net Sales
Goal (Weighted 30%) | | Adjusted Operating Cash Flow
Goal (Weighted 70%) | |
| | Achievement
% | Core Net Sales (in
$M) | % of 2013 Core
Net Sales | Core
Adjusted EPS (in
$M) | % of
2014 Plan | Core Net Sales (in $M) | % of 2013 | Adjusted Operating
Cash Flow (in $M) | % of
2014 Plan |
| | 200 % | $ 10,303 | 115 % | $ 1.71 | 112 % | Capped at 150% | | | |
| | 150 % | $ 9,855 | 110 % | $ 1.68 | 110 % | $ 10,303 | 115 % | $ 3,373 | 112 % |
| | 125 % | $ 9,407 | 105 % | $ 1.65 | 108 % | $ 9,855 | 110 % | $ 3,253 | 108 % |
| TARGET | 100 % | $ 9,317 | 104 % | $ 1.53 | 100 % | $ 9,317 | 104 % | $ 3,012 | 100 % |
| | 75 % | $ 9,228 | 103 % | $ 1.37 | 90 % | $ 9,228 | 103 % | $ 2,771 | 92 % |
| | 50 % | $ 8,959 | 100 % | $ 1.22 | 80 % | $ 8,959 | 100 % | $ 2,530 | 88 % |
| | 0 % | $ 8,601 | 96 % | $ 1.14 | 75 % | $ 8,601 | 96 % | $ 2,410 | 80 % |

2014 core net sales goal and comparison to 2013 include 50% of Corning Precision Materials sales, to represent Cornings share of sales prior to the acquisition of SCP in January 2014.

Substantial variable and at risk compensation: Approximately 87% of the CEOs target total compensation and 80% of the other NEOs target total compensation is variable and impacted by operating or stock price performance.

Target total compensation includes base salary and target short- and long-term incentives

CORNING INCORPORATED - 2015 Proxy Statement 37

Table of Contents

Compensation Discussion & Analysis

● Structural alignment with long-term shareholders: Each of our NEOs is subject to robust stock ownership guidelines that require them to accumulate and hold a significant number of Company shares as long as they remain employed with us.

| Chief Executive Officer | 6X Base
Salary |
| --- | --- |
| NEOs other than the CEO | 3X Base
Salary |

Performance Results Against Targets

The following tables compare the targeted goals of each performance plan with 2014 actual results, compared with the prior years, and the percentage of target opportunity earned under each plan.

| Measure | 2014 — Actual %
increase vs. 13 Actual | Target %
increase vs. 13 Actual | | 2013 — Actual | | Target |
| --- | --- | --- | --- | --- | --- | --- |
| Core
EPS | $ 1.53 | $ 1.53 | | $ 1.23 | ** | $ 1.15 |
| | +24.4 % | +24.4 | % | | | |
| Core Net
Sales (millions) | $ 10,217 | $ 9,317 | * | $ 7,948 | | N/A |
| | +28.6 % | +17.2 | % | | | |
| Adjusted Operating Cash Flow (millions) | $ 3,121 | $ 3,012 | | $ 2,768 | | $ 2,677 |
| | +12.8 % | +8.8 | % | | | |

| * | Revenue target for 2014 was
established including 50% of Corning Precision Materials |
| --- | --- |
| ** | Core EPS was not used as a metric
for compensation plan purposes in 2013. For comparison purposes only, the
comparable result would have been $1.19 with an adjustment to exclude an
unbudgeted gain resulting from a change in pension
accounting. |

| Compensation Element | | Performance Target | Actual
Results | Target Opportunity | Earned
Award |
| --- | --- | --- | --- | --- | --- |
| Annual Cash Bonus Plans | Performance Incentive Plan
(PIP) ● Core EPS
(75%) ● Core Net Sales
(25%) GoalSharing | $1.526 $9,317
million Average of 99
unit plans | $1.531 $10,217
million 6.75% | CEO: 140% Other
NEOs: 75%-90% 5%* | 123% of target 6.75% |
| Long-Term Incentives Year 1 of 3
Years | Cash Performance Units
(CPUs) ● Adjusted
Operating Cash Flow (70%) ● Core Net Sales
(30%) | Year One of
Three: $3,012 million $9,317 million | $3,121
million $10,217 million | CEO: $4.2 million Other
NEOs: $1.2 million - $2.1 million | Year 1: 121% Year 2:
TBD Year 3: TBD 3 Yr
average: TBD |

As a percentage of year-end base salary

38 CORNING INCORPORATED - 2015 Proxy Statement

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Compensation Discussion & Analysis

Key Operational Accomplishments Leading to Strong Performance Results:

2014 Goals	2014 Achievements
Continue the positive momentum in
Display Technologies	LCD
glass volume was higher than expected driven by TV sales and larger
average screen size Price
declines moderated throughout the year We advanced new glasses for
growing high-performance display market
Integrate
Corning Precision Materials and execute on our synergy plan	The integration of Corning
Precision Materials has resulted in core pre-tax synergies in 2014 well in
excess of our $90 million target and enabled $350 million in capital
spending to be avoided
Grow sales and profits of our
other segments	Our
non-Display segments grew sales and NPAT approximately 10% year-over-year Optical Communications and Environmental Technologies both realized
increased sales - up 14% and 19%, respectively, compared with
2013 Significant manufacturing
efficiencies realized and strong spending controls in staff
groups
Return Cash to
Shareholders	We
announced a 20% increase in the quarterly dividend in December 2014,
effective in 2015 We completed the $2 billion share
repurchase program announced in late 2013 and announced a new $1.5 billion
repurchase program

Shareholder Engagement and Program Updates in 2014

Strong Say on Pay Results. At our 2014 annual meeting of shareholders, our Say on Pay proposal received support from nearly 96% of votes cast, a significant improvement over 2013.

Though encouraged by the strong show of shareholder support for our compensation program, we nevertheless continued to engage extensively with our shareholders in 2014 in order to ensure we fully understand the factors shareholders consider to be the most important when evaluating our executive compensation program.

At our 2014 annual meeting of shareholders, our Say on Pay proposal received support from nearly 96% of votes cast, a significant improvement over 2013.

Ongoing Shareholder Engagement. Before our 2014 annual meeting and continuing into the fall of 2014, we engaged with more than 70% of our top 50 institutional shareholders, including meetings with more than 30 institutional shareholders that collectively represented more than 40% of our outstanding shares. We learned through these meetings that our shareholders were generally supportive of our executive compensation program but did offer ideas to refine and improve the program. Major shareholders were not prescriptive about plan design. Instead, they were more interested to see that the results and outcomes delivered by the plans were aligned appropriately with performance. Investors appreciated the new caps we instituted in our short-term incentive program. Additionally, although investors supported our shift to a multi-year performance approach in the long-term incentive plan, they also encouraged us to continue to look at metrics covering a longer time horizon, which we will continue to evaluate over time.

Program Updates in 2014

| ● | Shift to Core
Performance Measures: Beginning in
2014, we refined the metrics used for annual bonus plan and long-term
incentive plan performance targets by adopting the use of core
performance metrics, rather than adjusted GAAP metrics. As a reminder,
Corning began reporting core performance measures to investors early in
2013, and most investors are now using these measures to assess our
operating performance. At the time we began using core performance measures, incentive
targets for 2013 had already been set. Rather than resetting the 2013
targets, we moved to core performance measures for our incentive
compensation program beginning in 2014. With this move, the metrics for
our annual bonus plan and long-term incentive plan performance targets are
based on core performance measures, which are aligned with what we share
with investors, rather than the adjusted GAAP metrics used previously. |
| --- | --- |
| | These core performance measures
remove the impact of changes in the Japanese yen and Korean won exchange
rates with the US dollar, as well as other special items that do not
reflect the ongoing operations of the Company. Since a substantial portion
of Cornings operations are denominated in Japanese yen and Korean won,
fluctuations in the exchange rate between the US dollar and these
currencies can significantly impact the Companys financial results. Core
performance measures present our results using constant currency rates to
eliminate these fluctuations. Additionally, Corning has hedged a
significant portion of its exposure to these currencies, and changes in
value of the derivative positions are excluded since they can create large
quarterly swings in our GAAP results based on foreign exchange
fluctuations that are outside of the control of management. Other items
excluded from core performance measures are either deemed to be outside of
managements control or are non-recurring (and often non-cash) changes
that could create unintended or unbudgeted windfalls or penalties if they
were included. |
| ● | The Committee decided in advance
that the following additional items would be excluded from operating cash
flow results for compensation plan purposes: special one-time dividends
from equity ventures, cash proceeds or outflows from realized balance
sheet hedges, currency fluctuations (other than Japanese yen) outside of
budget, non-operating gains/losses from discontinued operations and
restructuring/impairment charges. Details of these adjustments may be
found in Appendix A. This approach allows our employees and executives to
focus on improving operational performance, while taking special actions
in a timely manner, as appropriate, to benefit the Company and its
shareholders. |

CORNING INCORPORATED - 2015 Proxy Statement 39

Table of Contents

Compensation Discussion & Analysis

| ● | Updated
Performance Measures in the Short- and Long-term Plans: In 2014, our annual cash bonus plan (PIP) measures were
core EPS (weighted at 75%) and core net sales (weighted at 25%) due to the
importance of focusing on both profit and revenue growth. Measures for
Cash Performance Units (CPUs) in the long-term incentive plan were
modified in 2014 to include the average of three one-year performance
periods with 2014 performance measures being adjusted operating cash flow
(weighted at 70%), and core net sales (weighted at 30%). The use of these
performance measures (improving profitability, sales and cash flow)
focuses attention on the key drivers for sustaining and/or creating
long-term shareholder value. |
| --- | --- |
| ● | Increased the
Percentage of Performance-based Compensation: We increased the weighting of the CPUs for 2014 long-term grants
from 50 percent to 60 percent of the total long-term incentive opportunity
to increase the amount of performance-based compensation in the long-term
incentive plan. |
| ● | Extended the
Performance Horizon for the Long-term Incentive Plan: We increased the performance period for CPUs in the
long-term incentive plan from a one-year performance period followed by an
additional two years of vesting to a three-year performance period based
on the average of three one-year performance periods, which are set
annually in the multi-year cycle. |
| ● | Capped the
Short-term Incentive Plan: Beginning in
2014, we introduced caps to our PIP, which will come into play if the core
EPS profitability goal is budgeted to be lower than the prior years
actual core EPS. We will cap PIP at 150% of target (versus our normal
maximum of 200% of target) if Cornings TSR for that year is positive. If
Cornings TSR is negative for such year, the bonus opportunity will be
capped at 100% of target. |

Robust Compensation Program Governance

Corning has rigorous and robust program governance with respect to its executive compensation plan:

| ✓ | Compensation program that closely
aligns pay with performance over both the short- and
long-term |
| --- | --- |
| ✓ | Mix of cash and equity incentive
payouts tied to short-term financial performance and long-term value
creation (over 80% of total compensation for NEOs is at
risk) |
| ✓ | CEO total compensation is
targeted within a competitive range of the Compensation Peer Group
median |
| ✓ | Significant NEO share ownership
requirements (6x salary for CEO, 3x salary for other
NEOs) |
| ✓ | New caps on payout levels for
annual incentives in a budgeted down-cycle year |
| ✓ | History of demonstrated
responsiveness to shareholder concerns and feedback, and ongoing
commitment to shareholder engagement |
| ✓ | Anti-hedging and pledging
policies |
| ✓ | Robust clawback
policy |
| ✓ | No excise tax gross-ups for all
officer agreements entered into after July 2004 |
| ✓ | Limited and modest perquisites
that have a sound benefit to the Companys business |
| ✓ | No tax gross-ups or tax
assistance on perquisites |
| ✓ | No repricing of underwater stock
options without shareholder approval |
| ✓ | Independent compensation
consultant |

Executive Compensation Program Details

Our key compensation principles are as follows:

| ● | Provide a
Competitive Base Salary: Base salaries
provide a form of fixed compensation and are reviewed annually by the
Committee using salary surveys, internal equity and performance as
discussed in the Compensation Peer Group section. Market benchmarks are
used as a reference point, but internal equity within our NEO group is
also important. Salary increases for all NEOs except Mr. Clappin averaged
3.2%, in line with increases for US based salaried employees. Mr. Clappin
received a 5.4% increase recognizing the increased scope of his role
following the Corning Precision Materials acquisition. |
| --- | --- |
| ● | Pay for
Performance: Executive compensation
should be tied to performance and contribution to both short-term and
long-term corporate financial performance and shareholder
value. |
| ● | Team-Based
Management Approach: Corning uses a
team-based management approach, so 100% of incentives awarded to NEOs are
contingent on achieving a common set of goals for Cornings consolidated
financial performance or the performance of Corning stock. |
| ● | Incentive
Compensation Should be a Greater Part of Total Compensation for More
Senior Positions: As employees assume
more responsibility and have greater opportunity to affect Company
performance and shareholder value, an increasing share of their total
compensation package is derived from variable incentive compensation. More
than 80% of NEOs total compensation is variable. |
| ● | Interests of Our
Executive Group Should be Aligned with Shareholders: Through the use of stock options and restricted stock
units, and robust stock ownership guidelines, we align the long-term
interests of our NEOs with those of our
shareholders. |

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Compensation Discussion & Analysis

Equity Awards

We believe it is important to deliver a portion of compensation in equity to align NEOs with shareholders and create a tie to the future market performance of Corning stock. Corning provides two forms of long-term equity awards: RSUs which represent 25% of the annual long-term incentive target value, and stock options which represent 15% of the target value. Target value amounts are established by the Committee for each NEO with the number of RSUs determined based on the stock price on the date of grant and the number of stock options determined using a Black-Scholes valuation. RSUs are granted at the end of March and cliff vest three years from the grant date. Options are granted at the end of March, April and May, cliff vest three years after the grant date, and have a 10-year term.

Mr. McRae and Mr. Clappin each received a grant of 36,000 and 12,000 shares of restricted stock, respectively, in February 2014, in recognition of their leadership of the successful completion of the SCP acquisition, which added approximately $2 billion in annual sales, $350 million in incremental profit before special items, and approximately $500 million in additional cash flow to Corning.

No other discretionary programs or arrangements are currently in effect with respect of any other NEOs.

Employee Benefits and Perquisites

Employee Benefits: Our NEOs are eligible for the same employee benefit plans in which all other eligible U.S. salaried employees participate. These plans include medical, dental, life insurance, disability, matching gifts and qualified defined benefit and defined contribution plans. We also maintain non-qualified defined benefit and defined contribution retirement plans with the same general features and benefits as our qualified retirement plans for all U.S. salaried employees affected by tax law compensation, contribution and/or deduction limits.

In addition to the standard benefits available to all eligible U.S. salaried employees, the NEOs are eligible for the following benefits and perquisites:

Executive Supplemental Pension Plan (ESPP): We maintain a non-qualified ESPP for approximately 25 active participants, including all of the NEOs. In 2006, we capped the percentage of cash compensation earned as a retirement benefit under the ESPP at a maximum of 50% of final average pay for 25 or more years of service. The definition of pay used to determine benefits includes base salary and annual cash bonuses. Long-term cash or equity incentives are not included and do not impact retirement benefits. Executives must have 10 or more years of service to be vested under this plan. All of the NEOs are currently vested under this plan. For additional details of the ESPP benefits and plan features, please refer to the section entitled Retirement Plans.

We maintain an ESPP to reward and retain the long-service individuals who are critical to executing Cornings innovation strategy.

While we seek to maintain well-funded qualified retirement plans, we do not fund our nonqualified retirement plans.

Executive Physical and Wellness: All executives are eligible for an annual physical exam in addition to wellness programs sponsored by the Company for all employees.

Other Executive Perquisites: In 2014, we provided the NEOs with home security and modest, capped personal aircraft usage. Each NEO is responsible for all taxes on any imputed income resulting from this program.

The Committee believes that a well-managed program of limited personal aircraft use, given the limited commercial flight options available in the Corning, New York area, provides an extremely important benefit at a reasonable cost to the Company. We closely monitor business and personal usage on our planes and seek to keep all personal usage at a low percentage of total usage. Annual personal aircraft usage caps under this program (both hours and absolute dollar value) are established by the Committee for each NEO. The established cap for the CEO was 100 hours and $165,000 and approximately half this level or lower for other NEOs. Actual utilization falls well below these caps. For additional details, refer to footnotes relating to All Other Compensation included with the Summary Compensation Table.

Relocation and Expatriate-Related Expenses: As part of our global mobility program, our policies provide that employees who relocate at our request are eligible for certain relocation and expatriate benefits to facilitate the transition and international assignment, including moving expenses, allowances for housing and goods and services, and tax assistance. These policies are intended to recognize and compensate employees for incremental costs incurred with moving and/or with living and working outside of an employees home country. The goal of these relocation and expatriate assistance programs is to ensure that employees are not financially advantaged or disadvantaged as a result of their relocation and/or international assignment - including related taxes. During fiscal 2014, Mr. Clappin continued his leadership of the Display Technologies segment and was based in Tokyo, Japan. As a result of this continued long-term assignment, Mr. Clappin was eligible for expatriate benefits afforded to all eligible employees under this program. These expenses are detailed in footnote 5, section (iv) to the Summary Compensation Table.

Executive Severance: We have entered into severance agreements with each NEO. The severance agreements provide clarity for both the Company and the executive if the executives employment terminates. By having an agreement in place, we avoid the uncertainty, negotiations and potential litigation that may otherwise occur in the event of termination. The agreements are competitive with market practices at many other large companies and are helpful in retaining senior executives. Additional details can be found under Arrangements with Named Executive Officers.

Executive Change in Control Agreements: The Committee believes that it is in the best interests of shareholders, employees and the communities in which the Company operates to ensure an orderly process if a change in control of the Company were to occur. The Committee believes that it is important to prevent the loss of key management personnel (who would be difficult to replace) that may occur in connection with a potential or actual change in control of the Company. We have thus provided each NEO with change-in-control agreements (separate from the severance agreements described above). The change-in-control agreements generally have a double trigger severance provision (i.e., the executives employment must be terminated following a change in control) to receive any benefits. Additional details about the specific agreements can be found under Arrangements with Named Executive Officers.

CORNING INCORPORATED - 2015 Proxy Statement 41

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Compensation Discussion & Analysis

In 2012, the Committee approved updated forms of agreements for all corporate officers entering into change-in-control agreements after July 2004, which contain no provision for gross-ups for excise taxes, and cap severance and other benefits at 2.99 times base salary plus target bonus, with cash severance for most officers limited to 2 times base salary plus target bonus. The current NEOs have grandfathered agreements that were entered into prior to July 2004.

Compensation Peer Group

Our peer group for compensation purposes is different from the group of companies that our businesses compete with and that should be considered for financial performance comparison purposes.

The Company currently participates in and uses three general executive compensation surveys for NEO positions: Mercer Executive Survey, Towers Watson Executive Survey, and Equilar Top 25 Survey.

With respect to the three general surveys, the identity of the individual companies comprising the survey data is not considered by the Compensation Committee in its evaluation process. In addition to the three general surveys, we also use proxy data obtained from service providers, such as Equilar, to review compensation levels of NEOs at companies in a variety of manufacturing and service industries that are similar in size or have similar characteristics to Corning (the Compensation Peer Group).

Corning is a diversified technology company with five reportable business segments.

The majority of our businesses do not have identifiable U.S. peers. Most of our businesses compete with non-U.S. companies in Asia and Europe, or privately held companies that do not provide comparable executive compensation disclosure. The majority of our key customers are non-U.S. companies or extremely large U.S. companies that would not be appropriate compensation peers for Corning.

In attempting to identify peer companies for compensation purposes, Corning must look to globally diversified companies or innovation companies in other industries to find companies of similar size and complexity (when viewed in terms of revenues, net income, market capitalization, assets and number of employees).

Cornings reported core net sales of $10.2 billion are median for revenues of our Compensation Peer Group. However, Cornings number of employees and market capitalization are above the median, and its net income and total assets approach or are in the top quartile depending on the measure.

Percent Rank, Corning versus Compensation Peer Group

Corning uses the Compensation Peer Group solely as a reference point, in combination with broader executive compensation surveys, to assess the NEOs target total direct compensation (i.e. salary, target bonus, plus the grant date fair value of long-term incentives). Our goal is to position target total direct compensation for our CEO within a competitive range of the Compensation Peer Group median. Beyond the CEO, external data serves as a reference point, with internal equity in relation to the CEO being a more important consideration in establishing a base salary and target total direct compensation for the other NEOs.

2014 Compensation Peer Group

Advanced Micro Devices, Inc.	Cummins Inc.	Medtronic, Inc.	QUALCOMM, Inc.
Agilent Technologies, Inc.	Danaher Corporation	Monsanto Company	Rockwell Automation, Inc.
Applied Materials, Inc.	Dover Corporation	Motorola Solutions, Inc.	TE Connectivity Limited
BorgWarner, Inc.	Eaton Corporation PLC	NetApp, Inc.	Texas Instruments Incorporated
Boston Scientific Corporation	Harris Corporation	PPG Industries, Inc.	Thermo Fisher Scientific, Inc.
Broadcom Corporation	Juniper Networks, Inc.	Praxair, Inc.

Median target total direct CEO compensation among in the Compensation Peer Group was determined to be $9.8 million and 75th percentile total direct CEO compensation was $12.0 million, compared with Corning total direct CEO compensation, at target, of $10.1 million.

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Compensation Discussion & Analysis

2014 Financial Performance Peer Group

Our largest competitors and most relevant financial performance peers are not U.S. companies. Therefore, the relevant companies for financial performance comparison purposes are not the same as those in the Compensation Peer Group we use for compensation benchmarking.

The following table contains certain financial performance data of Corning and each of our business segments, compared with our largest competitors who publicly disclose their financial results in each of those segments, including sales and net profit after taxes compound annual growth rates (CAGR). Overall, we performed well in 2014 in virtually all of our business segments.

| Display Technologies Segment | Sales
(CAGR) — 1 Yr | 3 Yr | NPAT (CAGR) — 1 Yr | 3 Yr | TSR @ 12/31/14
(annualized) — 1 Yr | 3 Yr |
| --- | --- | --- | --- | --- | --- | --- |
| Corning Incorporated | 29 % | 11 % | 22 % | -2 % | 31 % | 24 % |
| Display Technologies Segment | 63 % | 17 % | 11 % | -10 % | | |
| Asahi Glass Co.
Ltd. | 2 % | 4 % | -1 % | -45 % | -7 % | 0 % |
| Nippon Electric Glass Co.
Ltd. | 1 % | -10 % | -42 % | -40 % | 2 % | -8 % |
| Environmental Tech
Segment | Sales
(CAGR) | | NPAT (CAGR) | | TSR @ 12/31/14
(annualized) | |
| | 1 Yr | 3 Yr | 1 Yr | 3 Yr | 1 Yr | 3 Yr |
| Corning Incorporated | 29 % | 11 % | 22 % | -2 % | 31 % | 24 % |
| Environmental Segment | 19 % | 3 % | 44 % | 16 % | | |
| Ibiden Co.,
Ltd. | 2 % | 2 % | 3 % | 23 % | -8 % | 7 % |
| NGK Insulators Ltd. | 25 % | 13 % | 69 % | N/A | 26 % | 42 % |
| Optical Communications
Segment | Sales
(CAGR) | | NPAT (CAGR) | | TSR @ 12/31/14
(annualized) | |
| | 1 Yr | 3 Yr | 1 Yr | 3 Yr | 1 Yr | 3 Yr |
| Corning Incorporated | 29 % | 11 % | 22 % | -2 % | 31 % | 24 % |
| Optical Communications Segment | 14 % | 9 % | 18 % | 11 % | | |
| Prysmian
Group | -2 % | -3 % | -25 % | N/A | -17 % | 19 % |
| TE Connectivity
Ltd. (1) | 4 % | -1 % | 41 % | 16 % | 17 % | 30 % |
| Life Sciences Segment | Sales
(CAGR) | | NPAT (CAGR) | | TSR @ 12/31/14
(annualized) | |
| | 1 Yr | 3 Yr | 1 Yr | 3 Yr | 1 Yr | 3 Yr |
| Corning Incorporated | 29 % | 11 % | 22 % | -2 % | 31 % | 24 % |
| Life Sciences Segment | 1 % | 13 % | -5 % | 13 % | | |
| Thermo Fisher Scientific,
Inc. (2) | 29 % | 13 % | 48 % | 23 % | 13 % | 42 % |
| Specialty Materials
Segment | Sales
(CAGR) | | NPAT (CAGR) | | TSR @ 12/31/14
(annualized) | |
| | 1 Yr | 3 Yr | 1 Yr | 3 Yr | 1 Yr | 3 Yr |
| Corning Incorporated | 29 % | 11 % | 22 % | -2 % | 31 % | 24 % |
| Specialty Materials Segment | 3 % | 4 % | -17 % | 30 % | | |
| Asahi Glass Co.
Ltd. | 2 % | 4 % | -1 % | -45 % | -7 % | 0 % |
| Nippon Electric Glass Co.
Ltd. | 1 % | -10 % | -42 % | -40 % | 2 % | -8 % |

Data Source: Capital IQ / Bloomberg / Company reports

Corning Incorporated data is based on core performance measures, which are non-GAAP measures. The reconciliation between GAAP and these non-GAAP measures can be found in Appendix A.

NPAT for all competitors defined by Capital IQ Net income excl. extra items. All data and calculations are in local currency.

N/A indicates CAGR is not applicable due to loss in prior comparison period.

(1) TE Connectivitys comparable Network Solutions Segment Results: Sales (CAGR) 1Yr = -4%, 3Yr = -9% Operating Income (CAGR) 1Yr = 22%, 3Yr = -20%

(2) Thermo Fisher Scientific, Inc.s results include its 2014 acquisition of Life Technologies Corporation.

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Compensation Discussion & Analysis

Compensation Governance

Role of Compensation Consultant

The Committee has the authority to retain and terminate a compensation consultant, and to approve the consultants fees and all other terms of such engagement. During 2014, the Committee directly retained an executive compensation expert from Frederic W. Cook & Co., Inc. (FWC) as its independent consultant, after its previous consultant of more than 10 years retired.

In 2014, FWC attended all Committee meetings. FWC advises the Committee on all matters related to NEO and director compensation and assists the Committee in interpreting the consultants data as well as data and recommendations received from the Company.

The Company has engaged Compensation Advisory Partners LLC (CAP), Shearman and Sterling, LLP (S&S) and Towers Watson (TW) to assist management with various executive compensation matters.

The Committee conducted an independence review of FWC and each of CAP, S&S and TW pursuant to SEC and NYSE rules, and concluded that the work of each firm for the Company did not raise any conflicts of interest concerns. FWC provides no services to the Company other than the services rendered to the Committee.

Role of Executive Management in the Executive Compensation Process

Cornings senior vice president (SVP), Global Compensation and Benefits, working closely with other members of Cornings Human Resources, Legal and Finance departments, is responsible for designing and implementing executive compensation and discussing significant proposals or topics impacting executive compensation at the Company with the Committee. The SVP, Global Compensation and Benefits, formulates each element of the targeted total compensation recommendations for all of the NEOs and reviews the recommendations for each of the other NEOs with the CEO. The NEOs do not recommend or suggest individual compensation actions that benefit them personally.

The CEO may propose adjustments he deems appropriate prior to submission to the Committee. Recommendations for the CEOs compensation are not discussed or reviewed with the CEO prior to the Committees review and the CEO is not present when the SVP, Global Compensation and Benefits, reviews the CEO compensation recommendation with the Committee.

The Committee receives managements recommendations for the compensation plan performance metrics and sets the final targets for the year.

The CEO, Chief Administrative Officer and SVP, Human Resources, are invited to attend Committee meetings. The CFO historically has attended the annual Committee meeting to review the CD&A and the portion of the February meeting when performance metrics are reviewed.

Compensation Risk Analysis

In February 2015, our Compensation Committee reviewed the conclusions of a risk assessment of our compensation policies and practices covering all employees, which is conducted annually by a cross-functional team with representatives from Human Resources, Legal and Finance. Our Compensation Committee evaluated the levels of risk-taking that potentially could be encouraged by our compensation arrangements, taking into account the arrangements risk-mitigation features, to determine whether they are appropriate in the context of our strategic plan and annual budget, our overall compensation arrangements, our compensation objectives and our Companys overall risk profile. Identified risk-mitigation features included the following:

| ● | The mix of cash and equity payouts
tied to both short-term financial performance, mid-term financial
performance and long-term value creation; |
| --- | --- |
| ● | The time vesting requirements in our
long-term incentive plans, which help align the interests of employees to
shareholders; |
| ● | The use of financial performance
metrics that are readily monitored and reviewed; |
| ● | The rigorous
budget and goal setting processes that involve both top-down and bottom-up
analyses; |

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Compensation Discussion & Analysis

| ● | The use of common performance metrics
for incentives across Cornings management team and all eligible employees
with corporate results impacting the compensation of all Corning
employees; |
| --- | --- |
| ● | Rigorous goal setting in our annual
incentive plan that is intended to avoid imprudent risk-taking to
achieving cliff goals; |
| ● | Capped payout levels for annual
incentives, including sales commission plans and cash performance unit
awards; |
| ● | Our robust stock ownership, clawback,
anti-hedging and anti-pledging policies for NEOs and other employees;
and |
| ● | Multiple
levels of review and approval of awards, including Compensation Committee
approval on all officer compensation
proposals. |

Our Compensation Committee concluded that we have a balanced pay and performance executive compensation program that does not drive excessive financial risk-taking. We believe that Corning does not use compensation policies or practices that create risks that are reasonably likely to have a material adverse effect on the Company.

Clawback Policy

We have a policy that gives the Compensation Committee the sole and absolute discretion to make retroactive adjustments to any cash or equity-based incentive compensation paid to certain executive officers and other key employees where such payment was based upon the achievement of certain financial results that were subsequently the subject of a restatement. The Committee has discretion to seek recovery of any amount that it determines was received inappropriately by these individuals.

Anti-Hedging Policy

We have a policy that prohibits any member of the executive group or any director from selling or buying publicly traded options on Corning stock, or trading in any Corning stock derivatives. Additionally, these individuals may not engage in transactions in which he or she may profit from short-term speculative swings in the value of Corning stock utilizing short sales or put or call options.

Anti-Pledging Policy

We have a policy that prohibits any member of the executive group or any director from holding Corning stock in a margin account or pledging Company securities as collateral for a loan.

Tax Deductibility of Compensation

In general, the Company intends to structure its incentives to qualify as deductible performance-based compensation. However, the Committee maintains the flexibility to pay incentive compensation or other compensation, that does not meet the requirements specified under Section 162(m) and is not deductible. The tax deductibility of other components of compensation, including base salaries above $1 million, time-based restricted stock units and the taxable value of executive benefits and perquisites, is potentially limited under current tax rules.

Accounting Implications

In designing our compensation and benefit programs, we review the accounting implications of our decisions. We seek to deliver cost-effective compensation and benefit programs that meet both the needs of the Company and our employees.

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Compensation Discussion & Analysis

Compensation Committee Report

The Compensation Committee of the Board of Directors (the Committee), which is composed entirely of independent directors, is responsible to the Board of Directors and our shareholders for the oversight and administration of executive compensation at Corning. The Committee approves the principles guiding the Companys compensation philosophy, reviews and approves executive compensation levels (including cash compensation, equity incentives, benefits and perquisites for officers) and reports its actions to the Board of Directors for review and, as necessary, approval. The Committee is responsible for interpreting Cornings executive compensation plans and programs. In the event of any questions or disputes, the Committee may use its judgment and/or discretion to make final administrative decisions regarding these plans and programs. It is our practice that all compensation decisions affecting a corporate officer must be reviewed and approved by the Committee. Additional details regarding the role and responsibilities of the Committee are defined in the Committee Charter, located in the Corporate Governance section of the Companys website.

The Committee has reviewed and discussed the foregoing CD&A with management. Based on our review and discussions with management, we recommended to the Board of Directors that the CD&A be included in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2014.

The Compensation Committee:

Deborah D. Rieman, Chair Richard T. Clark Kurt M. Landgraf Hansel E. Tookes II

Compensation Tables

Summary Compensation Table

The following tables, narrative and footnotes discuss the 2014 compensation of the Chairman, Chief Executive Officer and President, the Chief Financial Officer and the other three most highly compensated executive officers, who collectively are referred to as the NEOs.

(a)	(b)	(c )	(d)			(f) (2)	(g) (3)	(h) (4)	(i) (5)	(j)
Named Executive Officer	Year	Salary	Bonus	Stock Awards		Option Awards	Non-Equity Incentive
Plan Compensation	Change
in Pension Value
And Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Wendell P.
Weeks	2014	$ 1,261,923	$ 0	$	1,750,004	$ 1,037,315	$ 3,991,718	$ 4,346,119	$ 647,382	$ 13,034,461
Chairman, Chief	2013	1,223,615	0		1,750,002	1,747,499	5,717,784	0	$ 774,963	11,213,864
Executive Officer and
President	2012	1,197,308	0		1,749,994	1,668,623	6,265,910	1,193,672	$ 572,297	12,647,804
James B.
Flaws	2014	948,923	1,500,000	(6)	875,002	518,653	1,979,218	1,648,692	222,899	7,693,385
Vice Chairman and	2013	921,462	1,500,000	(6)	874,995	873,749	2,848,929	0	233,943	7,253,077
Chief Financial Officer	2012	901,731	1,500,000	(6)	874,997	834,314	3,118,847	1,970,034	174,533	9,374,456
James P.
Clappin	2014	641,692	0		710,592	296,377	1,137,400	1,423,940	1,848,935	6,058,936
President, Corning
Glass Technologies
Lawrence D.
McRae
Executive Vice President,	2014	647,615	0		1,131,792	296,377	1,137,400	1,901,017	64,591	5,178,793
Strategy and Corporate	2013	626,769	0		499,995	499,287	1,630,367	0	75,261	3,331,679
Development	2012	612,885	0		500,006	476,749	1,783,427	1,237,468	62,315	4,672,849
Kirk P.
Gregg
Executive Vice President	2014	668,231	0		499,992	296,377	1,156,210	1,480,993	130,274	4,232,077
and Chief Administrative	2013	648,769	0		499,995	499,287	1,649,030	0	118,071	3,415,151
Officer	2012	634,885	0		500,006	476,749	1,805,264	1,747,802	133,278	5,297,985

(1) The amounts in column (e) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock units and restricted stock awards granted pursuant to the Corporate Performance Plan. In addition to restricted stock units granted under the Corporate Performance Plan, Messrs. McRae and Clappin received a special grant of restricted stock of 36,000 and 12,000 shares respectively on February 5, 2014 to recognize their significant contributions in the acquisition of Corning Precision Materials beyond their normal responsibilities. Assumptions used in the calculation of these amounts are included in Note 19 to the Companys audited financial statements for the fiscal year ended December 31, 2014 included in the Companys Annual Report on Form 10-K filed with the SEC on February 13, 2015. This same method was used for the fiscal years ended December 31, 2013 and 2012. There can be no assurance that the grant date fair value amounts will ever be realized.

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| (2) | The amounts in column (f) reflect the aggregate grant date fair
value computed in accordance with FASB ASC Topic 718 of stock option
awards granted pursuant to the Corporate Performance Plan. Assumptions
used in the calculation of these amounts are included in Note 19 to the
Companys audited financial statements for the fiscal year ended December
31, 2014 included in the Companys Annual Report on Form 10-K filed with
the SEC on February 13, 2015. There can be no assurance that the grant
date fair value amounts will ever be realized. |
| --- | --- |
| (3) | The amounts in column (g) reflect the sum of annual short term
incentive payments and earned cash performance units. All of the annual
cash bonuses paid to the NEOs are performance-based. Cash bonuses are paid
annually through two plans: (i) GoalSharing; and (ii) the Performance
Incentive Plan. Awards earned under the 2014 GoalSharing plan were 6.75%
of each Named Executive Officers year-end base salary and paid in
February 2015. Awards earned under the 2014 Performance Incentive Plan
were based on actual corporate performance compared to the core EPS and
core net sales goals established for the plans in February 2014. Based on
actual performance, each of the NEOs earned PIP awards equal to 123% of
their annual target bonus opportunities (established as a percentage of
year-end base salary). Cash awards earned under the PIP for 2014 will be
paid in March 2015. The following table indicates awards earned under the
GoalSharing Plan and the PIP reflected in column (g)
above: |

Named Executive Officer — Wendell P. Weeks	$ 1,284,000	140 %	123 %	$ 2,211,048	6.75 %	$ 86,670
James B.
Flaws	964,000	90 %	123 %	1,067,148	6.75 %	65,070
James P. Clappin	660,000	75 %	123 %	608,850	6.75 %	44,550
Lawrence D.
McRae	660,000	75 %	123 %	608,850	6.75 %	44,550
Kirk P. Gregg	679,000	75 %	123 %	626,378	6.75 %	45,833

CPU Awards under the 2014 CPP are based on actual corporate performance compared to the established performance goals averaged over three years (2014, 2015 and 2016). The goals for 2014 were adjusted operating cash flow (70%) and core net sales (30%). Goals for 2015 were established in February 2015 and goals for 2016 are yet to be established. While the final award amount is unknown, as it is based on the average of the three years, the table below reflects the target amount of CPUs and the prorated awards earned on the basis of the 2014 metrics which are reflected in column (g) above:

| Named Executive Officer | 2014 CPU Target
Award | | | Prorated Earned CPU Award Based on 2015
Performance (Year Two of Three) | Prorated Earned CPU Award Based on 2016
Performance (Year Three of Three) |
| --- | --- | --- | --- | --- | --- |
| Wendell P. Weeks | $ 4,200,000 | 121 % | $ 1,694,000 | TBD | TBD |
| James B.
Flaws | 2,100,000 | 121 % | 847,000 | TBD | TBD |
| James P. Clappin | 1,200,000 | 121 % | 484,000 | TBD | TBD |
| Lawrence D.
McRae | 1,200,000 | 121 % | 484,000 | TBD | TBD |
| Kirk P. Gregg | 1,200,000 | 121 % | 484,000 | TBD | TBD |

(4) The amounts in column (h) reflect the increase in the actuarial present value of the NEOs benefits under all defined benefit pension plans established by the Company determined using interest rate and mortality rate assumptions consistent with those used in the Companys financial statements. Although column (h) is also used to report the amount of above market earnings on compensation that is deferred under the nonqualified deferred compensation plans, Corning does not have any above market earnings under its nonqualified deferred compensation plan, also referred to as the Supplemental Investment Plan. In 2014, the discount rate used to value the actuarial liability decreased 75 basis points from 4.75% to 4.00% and mortality assumptions were updated. Together these changes in actuarial assumptions resulted in an increase in present value of pension benefits without any material change to the underlying benefit programs. Discount rate changes over the past several years have resulted in significant year-to-year fluctuations in the present value of pension benefits as shown below:

| Named Executive Officer | 2014 Present Value
in Pension Benefits | 2013 Present Value
in Pension Benefits | 2012 Present Value
in Pension Benefits | 2011 Present Value
in Pension Benefits |
| --- | --- | --- | --- | --- |
| Wendell P. Weeks | $ 22,572,362 | $ 18,226,243 | $ 19,866,606 | $ 18,672,934 |
| James B.
Flaws | 20,833,513 | 19,184,821 | 21,303,404 | 19,333,370 |
| James P. Clappin | 8,633,886 | ---------------------------Not an
NEO---------------------------- | | |
| Lawrence D.
McRae | 9,501,949 | 7,600,932 | 8,018,800 | 6,773,332 |
| Kirk P. Gregg | 11,266,446 | 9,785,453 | 10,666,897 | 8,919,095 |
| Valuation Discount Rate | 4.00 % | 4.75 % | 3.75 % | 4.75 % |

CORNING INCORPORATED - 2015 Proxy Statement 47

Table of Contents

Compensation Discussion & Analysis

(5) The following table shows All Other Compensation amounts provided to the NEOs. Capped personal aircraft usage and home security are the only perquisites offered to the NEOs. The value of the personal aircraft rights in the table below reflects the incremental cost of providing such perquisites and is calculated based on the average variable operating costs to the Company. Hourly rates are developed using variable operating costs that include fuel costs, mileage, maintenance, crew travel expense, catering and other miscellaneous variable costs. Fixed costs that do not change based on usage, such as pilot salaries, hanger expense and general taxes and insurance are excluded.

| Named Executive Officer — Wendell P.
Weeks | Year — 2014 | $ 9,468 | $ 185,953 | Value
of Personal Aircraft Rights (i) — $ 62,221 | Value
of Home Security Costs — $ 384,422 | (iii) | Expatriate Benefits — $ 0 | $ | 5,319 | TOTALS — $ 647,382 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2013 | 9,468 | 200,144 | 56,143 | 502,938 | (iii) | 0 | | 6,270 | 774,963 |
| | 2012 | 9,262 | 78,446 | 87,356 | 391,865 | (iii) | 0 | | 5,368 | 572,297 |
| James B.
Flaws | 2014 | 14,203 | 102,527 | 86,877 | 11,472 | | 0 | | 7,819 | 222,817 |
| | 2013 | 14,203 | 108,853 | 91,592 | 11,472 | | 0 | | 7,822 | 233,942 |
| | 2012 | 13,894 | 49,440 | 81,414 | 23,378 | | 0 | | 6,407 | 174,533 |
| James P. Clappin | 2014 | 7,101 | 60,889 | 43,097 | 0 | | 1,720,103 | (iv) | 17,745 | 1,848,935 |
| Lawrence D.
McRae | 2014 | 16,055 | 0 | 36,745 | 11,472 | | 0 | | 319 | 64,591 |
| | 2013 | 15,746 | 0 | 47,719 | 11,472 | | 0 | | 324 | 75,261 |
| | 2012 | 15,437 | 0 | 23,154 | 23,355 | | 0 | | 368 | 62,315 |
| Kirk P.
Gregg | 2014 | 10,222 | 38,868 | 69,393 | 11,472 | | 0 | | 319 | 130,274 |
| | 2013 | 10,200 | 41,161 | 54,913 | 11,472 | | 0 | | 324 | 118,071 |
| | 2012 | 10,000 | 18,513 | 78,272 | 23,355 | | 0 | | 3,139 | 133,278 |

| | (i) | This program is tracked on
a December 1 to November 30 year. |
| --- | --- | --- |
| | (ii) | These amounts include cost attributable to executive
physicals, including associated travel costs, an annual Board gift, and
contributions made under the Corning Foundation Matching Gift
Program. |
| | (iii) | This reflects company-paid expenses relating to personal
and residential security benefitting Mr. Weeks and, through association,
his family. Beginning late in 2014, these costs have declined from the
levels of recent years, and are expected to decline further in 2015. Mr.
Weeks personal safety and security are of vital importance to the
companys business and prospects, and the Board considers these costs, and
the associated expense reduction program to be appropriate. However,
because these costs can be viewed as conveying a personal benefit to Mr.
Weeks, there are reported as perquisites in this column. |
| | (iv) | This reflects expenses pursuant to our standard global
mobility program in connection with Mr. Clappins assignment in Tokyo,
Japan as President, Corning Glass Technologies. Amounts listed include
standard expatriate benefits related to housing related costs ($212,193),
cost of living related allowances ($111,054), home leave ($9,279), as well
as tax equalization and host country tax payments ($1,387,477). Tax
equalization expenses arise from additional taxes payable in respect of
Mr. Clappins compensation as a result of his residency in Japan as well
as U.S. taxation. The policies in our global mobility program are designed
to enable us to relocate talent where needed throughout our global
business. |
| (6) | Mr. Flaws was paid a retention payment of $1.5 million in each of
2012, 2013 and 2014 for his agreement to stay at the company past his
anticipated retirement date to allow for staggered NEO retirements and
successions. The payment made in April 2014 represents the final payment
to Mr. Flaws from this retention arrangement approved by the Committee in
July 2012, and no further retention arrangements are in place or
planned. | |

48 CORNING INCORPORATED - 2015 Proxy Statement

Table of Contents

Compensation Discussion & Analysis

Grants of Plan Based Awards

| (a) | | (b) | (c) | Estimated Future Payouts
Under Non-Equity Incentive Plan Awards — (d) (1) | (e) (1) | (f) (1) | | (g) | (h) | (i) | (j) | (k) | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Named Executive Officer | Award | Grant Date | Date
of Committee Action | Threshold | Target | Maximum | | All
Other Stock Awards: Number of Shares of Stock
or Units | All
Other Option Awards: Number
of Securities Underlying Options | Exercise or Base Price
of Option Awards | Closing Market Price on Date of Grant | Grant Date Fair Value of
Stock and Option Awards | |
| Wendell P. | Performance | | | | | | | | | | | | |
| Weeks | Incentive Plan | n/a | | $ 0 | $ 1,797,600 | $ | 3,595,200 | | | | | | |
| | GoalSharing Plan | n/a | | 0 | 64,200 | | 128,400 | | | | | | |
| | Cash Performance | | | | | | | | | | | | |
| | Units | 2/5/14 | 2/5/14 | 0 | 4,200,000 | (2) | 6,300,000 | (3) | | | | | |
| | Time-Based | | | | | | | | | | | | |
| | Restricted Stock | | | | | | | | | | | | |
| | Units | 3/31/14 | 2/5/14 | | | | | 84,054 | | | 20.82 | 1,750,004 | (4) |
| | Stock Options | 3/31/14 | 2/5/14 | | | | | | 42,027 | 20.82 | 20.82 | $ 342,388 | (5) |
| | Stock Options | 4/30/14 | 2/5/14 | | | | | | 41,846 | 20.91 | 20.91 | $ 347,462 | (5) |
| | Stock Options | 5/30/14 | 2/5/14 | | | | | | 41,080 | 21.30 | 21.30 | $ 347,464 | (5) |
| James B. | Performance | | | | | | | | | | | | |
| Flaws | Incentive Plan | n/a | | 0 | 867,600 | | 1,735,200 | | | | | | |
| | GoalSharing Plan | n/a | | 0 | 48,200 | | 96,400 | | | | | | |
| | Cash Performance | | | | | | | | | | | | |
| | Units | 2/5/14 | 2/5/14 | 0 | 2,100,000 | (2) | 3,150,000 | (3) | | | | | |
| | Time-Based | | | | | | | | | | | | |
| | Restricted Stock | | | | | | | | | | | | |
| | Units | 3/31/14 | 2/5/14 | | | | | 42,027 | | | 20.82 | 875,002 | (4) |
| | Stock Options | 3/31/14 | 2/5/14 | | | | | | 21,013 | 20.82 | 20.82 | $ 171,190 | (5) |
| | Stock Options | 4/30/14 | 2/5/14 | | | | | | 20,923 | 20.91 | 20.91 | $ 173,731 | (5) |
| | Stock Options | 5/30/14 | 2/5/14 | | | | | | 20,540 | 21.30 | 21.30 | $ 173,732 | (5) |
| James P. | Performance | | | | | | | | | | | | |
| Clappin | Incentive Plan | n/a | | 0 | 495,000 | | 990,000 | | | | | | |
| | GoalSharing Plan | n/a | | 0 | 33,000 | | 66,000 | | | | | | |
| | Cash Performance | | | | | | | | | | | | |
| | Units | 2/5/14 | 2/5/14 | 0 | 1,200,000 | (2) | 1,800,000 | (3) | | | | | |
| | Time-Based | | | | | | | | | | | | |
| | Restricted Stock | | | | | | | | | | | | |
| | Awards | 2/5/14 | 2/5/14 | | | | | 12,000 | (6) | | 17.55 | 210,600 | |
| | Time-Based | | | | | | | | | | | | |
| | Restricted Stock | | | | | | | | | | | | |
| | Units | 3/31/14 | 2/5/14 | | | | | 24,015 | | | 20.82 | 499,992 | (4) |
| | Stock Options | 3/31/14 | 2/5/14 | | | | | | 12,008 | 20.82 | 20.82 | $ 97,828 | (5) |
| | Stock Options | 4/30/14 | 2/5/14 | | | | | | 11,956 | 20.91 | 20.91 | $ 99,275 | (5) |
| | Stock Options | 5/30/14 | 2/5/14 | | | | | | 11,737 | 21.30 | 21.30 | $ 99,274 | (5) |
| Lawrence
D. | Performance | | | | | | | | | | | | |
| McRae | Incentive Plan | n/a | | 0 | 495,000 | | 990,000 | | | | | | |
| | GoalSharing Plan | n/a | | 0 | 33,000 | | 66,000 | | | | | | |
| | Cash Performance | | | | | | | | | | | | |
| | Units | 2/5/14 | 2/5/14 | 0 | 1,200,000 | (2) | 1,800,000 | (3) | | | | | |
| | Time-Based | | | | | | | | | | | | |
| | Restricted Stock | | | | | | | | | | | | |
| | Awards | 2/5/14 | 2/5/14 | | | | | 36,000 | (6) | | 17.55 | 631,800 | |
| | Time-Based | | | | | | | | | | | | |
| | Restricted Stock | | | | | | | | | | | | |
| | Units | 3/31/14 | 2/5/14 | | | | | 24,015 | | | 20.82 | 499,992 | (4) |
| | Stock Options | 3/31/14 | 2/5/14 | | | | | | 12,008 | 20.82 | 20.82 | $ 97,828 | (5) |
| | Stock Options | 4/30/14 | 2/5/14 | | | | | | 11,956 | 20.91 | 20.91 | $ 99,275 | (5) |
| | Stock Options | 5/30/14 | 2/5/14 | | | | | | 11,737 | 21.30 | 21.30 | $ 99,274 | (5) |

CORNING INCORPORATED - 2015 Proxy Statement 49

Table of Contents

Compensation Discussion & Analysis

| (1) | The amounts shown in
columns (d), (e) and (f) reflect the award amounts under (i) the Companys
2014 PIP (ii) 2014 GoalSharing Plan and (iii) the CPUs under the 2014
Corporate Performance Plan. Awards under these plans are paid in cash. If
the threshold level of performance is not met, the payout will be 0%. If
the target amount of performance is met for GoalSharing and PIP, the
payout is 100% of the target award. If the maximum level of performance is
met for GoalSharing and PIP the payout is 200% of the target award. PIP
and GoalSharing are based on the individuals 2014 year-end base salary
and bonus target. |
| --- | --- |
| (2) | This amount reflects the target value of CPUs that were
approved for such NEO on February 5, 2014 under the 2014 Corporate
Performance Plan. Actual awards earned for these cash units may range from
0-150% of the target award, based on average performance over three
performance years (2014, 2015, 2016) and will be payable in February
2017. |
| (3) | This amount reflects maximum (150% of target) amount of
CPUs that were approved for such NEO on February 5, 2014 under the 2014
Corporate Performance Plan. Actual awards earned for these cash units may
range from 0-150% of the target award, based on average performance over
three performance years (2014, 2015, 2016) and will be payable in February
2017. |
| (4) | This amount reflects the total grant date fair value
computed in accordance with FASB ASC Topic 718 of stock awards granted in
calendar year 2014 pursuant to the 2014 Corporate Performance Plan, and,
after considering footnote (5) below, corresponds to the amounts set forth
in column (e) for 2014 of the Summary Compensation Table. Stock awards
vest 100% three years after grant date. |
| (5) | These amounts reflect the total grant date fair value
computed in accordance with FASB ASC Topic 718 of stock options granted in
calendar year 2014 pursuant to the 2014 Corporate Performance Plan, and
corresponds to the amounts set forth in column (f) for 2014 of the Summary
Compensation Table. Stock options vest 100% three years after grant
date. |
| (6) | Mr. McRae and Mr.
Clappin each received a special grant of restricted stock on February 5,
2014 to recognize their significant contributions in the acquisition of
Corning Precision Materials beyond their normal responsibilities. These
grants are reflected in column (e) of the Summary Compensation
Table. |

50 CORNING INCORPORATED - 2015 Proxy Statement

Table of Contents

Compensation Discussion & Analysis

Outstanding Equity Awards at Fiscal Year-End

The following table shows stock option awards classified as exercisable and unexercisable as of December 31, 2014. The table also shows unvested restricted stock awards assuming a market value of $22.93 a share (the NYSE closing price of the Companys stock on December 31, 2014).

| Option Awards — (a) | | | (b) | (c) | (d) | (e) | Stock
Awards — (f) (2) | (g) (3) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Named Executive Officer | Grant Date | Vesting Code (1) | Number of Securities
Underlying Unexercised Options Exercisable | Number of Securities
Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or
Units of Stock That Have Not Vested | Market Value of Shares
or Units of Stock That Have Not Vested |
| Wendell P. Weeks | 12/07/05 | A | 161,500 | 0 | $ 21.08 | 12/6/2015 | 337,250 | $ 7,733,143 |
| | 01/02/06 | B | 80,750 | 0 | 19.68 | 1/1/2016 | | |
| | 02/01/06 | C | 80,750 | 0 | 24.72 | 1/31/2016 | | |
| | 12/06/06 | A | 136,500 | 0 | 21.89 | 12/5/2016 | | |
| | 01/02/07 | B | 68,250 | 0 | 18.85 | 1/1/2017 | | |
| | 02/01/07 | C | 68,250 | 0 | 20.86 | 1/31/2017 | | |
| | 12/05/07 | A | 153,500 | 0 | 24.92 | 12/4/2017 | | |
| | 01/02/08 | B | 76,750 | 0 | 23.37 | 1/1/2018 | | |
| | 02/01/08 | C | 76,750 | 0 | 24.61 | 1/31/2018 | | |
| | 12/02/09 | D | 65,333 | 0 | 17.82 | 12/2/2019 | | |
| | 01/04/10 | D | 65,333 | 0 | 19.56 | 1/4/2020 | | |
| | 02/01/10 | D | 65,334 | 0 | 18.16 | 2/1/2020 | | |
| | 01/03/11 | D | 67,551 | 0 | 19.19 | 1/3/2021 | | |
| | 02/01/11 | D | 57,131 | 0 | 22.69 | 2/1/2021 | | |
| | 03/01/11 | D | 58,842 | 0 | 22.03 | 3/1/2021 | | |
| | 01/03/12 | C | 0 | 111,835 | 13.04 | 1/3/2022 | | |
| | 02/01/12 | C | 0 | 113,049 | 12.90 | 2/1/2022 | | |
| | 03/01/12 | C | 0 | 112,439 | 12.97 | 3/1/2022 | | |
| | 03/28/13 | C | 0 | 125,031 | 13.33 | 3/28/2023 | | |
| | 04/30/13 | C | 0 | 114,943 | 14.50 | 4/30/2023 | | |
| | 05/31/13 | C | 0 | 108,436 | 15.37 | 5/31/2023 | | |
| | 03/31/14 | C | 0 | 42,027 | 20.82 | 3/31/2024 | | |
| | 04/30/14 | C | 0 | 41,846 | 20.91 | 4/30/2024 | | |
| | 05/30/14 | C | 0 | 41,080 | 21.30 | 5/30/2024 | | |
| | Total | | 1,282,524 | 810,686 | | | | |
| James B.
Flaws | 12/07/05 | A | 77,000 | 0 | $ 21.08 | 12/6/2015 | 169,114 | $ 3,877,784 |
| | 01/02/06 | B | 38,500 | 0 | 19.68 | 1/1/2016 | | |
| | 02/01/06 | C | 38,500 | 0 | 24.72 | 1/31/2016 | | |
| | 12/06/06 | A | 66,000 | 0 | 21.89 | 12/5/2016 | | |
| | 01/02/07 | B | 33,000 | 0 | 18.85 | 1/1/2017 | | |
| | 02/01/07 | C | 33,000 | 0 | 20.86 | 1/31/2017 | | |
| | 12/05/07 | A | 72,000 | 0 | 24.92 | 12/4/2017 | | |
| | 01/02/08 | B | 36,000 | 0 | 23.37 | 1/1/2018 | | |
| | 02/01/08 | C | 36,000 | 0 | 24.61 | 1/31/2018 | | |
| | 12/02/09 | D | 30,666 | 0 | 17.82 | 12/2/2019 | | |
| | 01/04/10 | D | 30,667 | 0 | 19.56 | 1/4/2020 | | |
| | 02/01/10 | D | 30,667 | 0 | 18.16 | 2/1/2020 | | |
| | 01/03/11 | D | 30,880 | 0 | 19.19 | 1/3/2021 | | |
| | 02/01/11 | D | 26,117 | 0 | 22.69 | 2/1/2021 | | |
| | 03/01/11 | D | 26,899 | 0 | 22.03 | 3/1/2021 | | |
| | 01/03/12 | C | 0 | 55,918 | 13.04 | 1/3/2022 | | |
| | 02/01/12 | C | 0 | 56,525 | 12.90 | 2/1/2022 | | |
| | 03/01/12 | C | 0 | 56,219 | 12.97 | 3/1/2022 | | |
| | 03/28/13 | C | 0 | 62,516 | 13.33 | 3/28/2023 | | |
| | 04/30/13 | C | 0 | 57,471 | 14.50 | 4/30/2023 | | |
| | 05/31/13 | C | 0 | 54,218 | 15.37 | 5/31/2023 | | |
| | 03/31/14 | C | 0 | 21,013 | 20.82 | 3/31/2024 | | |
| | 04/30/14 | C | 0 | 20,923 | 20.91 | 4/30/2024 | | |
| | 05/30/14 | C | 0 | 20,540 | 21.30 | 5/30/2024 | | |
| | Total | | 605,896 | 405,343 | | | | |

CORNING INCORPORATED - 2015 Proxy Statement 51

Table of Contents

Compensation Discussion & Analysis

Option Awards — (a)			(b)	(c)	(d)	(e)	Stock Awards — (f) (2)	(g) (3)
Named Executive Officer	Grant Date	Vesting Code (1)	Number of Securities
Underlying Unexercised Options Exercisable	Number of Securities
Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expiration Date	Number of Shares or
Units of Stock That Have Not Vested	Market Value of Shares
or Units of Stock That Have Not Vested
James P.
Clappin	12/07/05	A	32,500	0	$ 21.08	12/6/2015	93,455	$ 2,142,923
	01/02/06	B	16,250	0	19.68	1/1/2016
	02/01/06	C	16,250	0	24.72	1/31/2016
	12/06/06	A	30,000	0	21.89	12/5/2016
	01/02/07	B	15,000	0	18.85	1/1/2017
	02/01/07	C	15,000	0	20.86	1/31/2017
	07/18/07	A	500	0	26.73	7/17/2017
	12/05/07	A	32,000	0	24.92	12/4/2017
	01/02/08	B	16,000	0	23.37	1/1/2018
	02/01/08	C	16,000	0	24.61	1/31/2018
	12/02/09	D	14,666	0	17.82	12/2/2019
	01/04/10	D	14,667	0	19.56	1/4/2020
	02/01/10	D	14,667	0	18.16	2/1/2020
	01/03/11	D	15,440	0	19.19	1/3/2021
	02/01/11	D	13,058	0	22.69	2/1/2021
	03/01/11	D	13,450	0	22.03	3/1/2021
	01/03/12	C	0	25,562	13.04	1/3/2022
	02/01/12	C	0	25,840	12.90	2/1/2022
	03/01/12	C	0	25,700	12.97	3/1/2022
	03/28/13	C	0	28,579	13.33	3/28/2023
	04/30/13	C	0	26,273	14.50	4/30/2023
	05/31/13	C	0	24,785	15.37	5/31/2023
	03/31/14	C	0	12,008	20.82	3/31/2024
	04/30/14	C	0	11,956	20.91	4/30/2024
	05/30/14	C	0	11,737	21.30	5/30/2024
	Total		275,448	192,440
Lawrence D.
McRae	12/07/05	A	22,500	0	$ 21.08	12/6/2015	132,238	$ 3,032,217
	01/02/06	B	11,250	0	19.68	1/1/2016
	02/01/06	C	11,250	0	24.72	1/31/2016
	12/06/06	A	21,000	0	21.89	12/5/2016
	01/02/07	B	10,500	0	18.85	1/1/2017
	02/01/07	C	10,500	0	20.86	1/31/2017
	12/05/07	A	25,000	0	24.92	12/4/2017
	01/02/08	B	12,500	0	23.37	1/1/2018
	02/01/08	C	12,500	0	24.61	1/31/2018
	01/02/09	D	17,000	0	10.05	1/1/2019
	02/02/09	D	34,000	0	10.25	2/1/2019
	12/02/09	D	15,333	0	17.82	12/2/2019
	01/04/10	D	15,333	0	19.56	1/4/2020
	02/01/10	D	15,334	0	18.16	2/1/2020
	01/03/11	D	16,888	0	19.19	1/3/2021
	02/01/11	D	14,283	0	22.69	2/1/2021
	03/01/11	D	14,711	0	22.03	3/1/2021
	01/03/12	C	0	31,953	13.04	1/3/2022
	02/01/12	C	0	32,300	12.90	2/1/2022
	03/01/12	C	0	32,125	12.97	3/1/2022
	03/28/13	C	0	35,723	13.33	3/28/2023
	04/30/13	C	0	32,841	14.50	4/30/2023
	05/31/13	C	0	30,982	15.37	5/31/2023
	03/31/14	C	0	12,008	20.82	3/31/2024
	04/30/14	C	0	11,956	20.91	4/30/2024
	05/30/14	C	0	11,737	21.30	5/30/2024
	Total		279,882	231,625

52 CORNING INCORPORATED - 2015 Proxy Statement

Table of Contents

Compensation Discussion & Analysis

| (1) | The Company uses
the following vesting codes | |
| --- | --- | --- |
| | A | 100% vesting one year after grant date |
| | B | 100% vesting two years after grant date |
| | C | 100% vesting three years after grant date |
| | D | 1/3 vesting one year after grant date, 1/3 vesting two
years after grant date and 1/3 vesting three years after grant
Date |
| (2) | Amounts
include: | |
| | i. | 127,989; 64,199; 36,484; 29,026; and
36,569 restricted share units granted to Messrs. Weeks, Flaws, McRae,
Clappin and Gregg respectively, on January 3, 2012, which vest on February
16, 2015. |
| | ii. | 125,207; 62,888; 35,739; 28,414; and
35,773 restricted share units granted to Messrs. Weeks, Flaws, McRae,
Clappin, and Gregg respectively, on March 28, 2013, which vest on April
18, 2016. |
| | iii. | 84,054; 42,027; 24,015; 24,015; and
24,015 restricted share units granted to Messrs. Weeks, Flaws, McRae,
Clappin and Gregg respectively, on March 28, 2013, which vest on April 17,
2017. Mr. McRae and Mr. Clappin were granted 36,000 and 12,000 restricted
shares of our common stock, respectively, on February 5, 2014, which will
vest on 1/3 on February 5, 2015, 1/3 on February 5, 2016, and 1/3 on
February 5, 2017. |
| (3) | Year-end
market price is based on the December 31, 2014 NYSE closing price of
$22.93. | |

CORNING INCORPORATED - 2015 Proxy Statement 53

Table of Contents

Compensation Discussion & Analysis

Option Exercises and Shares Vested

The following table sets forth certain information regarding options exercised and restricted stock that vested during 2014 for the NEOs.

| Named Executive Officer | Option
Awards — Number of
Shares Acquired on Exercise | Value Realized on
Exercise | Stock
Awards — Number of
Shares Acquired on Vesting | Value Realized on
Vesting |
| --- | --- | --- | --- | --- |
| Wendell P. Weeks | 433,334 | $ 4,044,375 | 103,482 | $ 2,010,107 |
| James B.
Flaws | 130,335 | 1,140,696 | 43,122 | 820,372 |
| James P. Clappin | 0 | 0 | 21,983 | 417,959 |
| Lawrence D.
McRae | 0 | 0 | 23,461 | 445,968 |
| Kirk P. Gregg | 186,000 | 1,914,417 | 29,566 | 570,729 |
| There were no deferrals of
amounts received pursuant to these awards. | | | | |

Retirement Plans

Qualified Pension Plan

Corning sponsors a qualified defined benefit pension plan to provide retirement income to Cornings U.S.-based employees. Corning amended its pension plan effective July 1, 2000, to include a cash balance component. All salaried and non-union hourly employees as of July 1, 2000, were given a choice to prospectively accrue benefits under the previously existing career average earnings formula or a cash balance formula, if so elected. Employees hired subsequent to July 1, 2000, earn benefits solely under the cash balance formula.

Benefits earned under the career average earnings formula are equal to 1.5% of plan compensation plus 0.5% of plan compensation on which employee contributions have been made. Under the career average earnings formula, participants may retire as early as age 55 with 5 years of service. Unreduced benefits are available when a participant attains the earlier of age 60 with 5 years of service or age 55 with 30 years of service. Otherwise, benefits are reduced 4% for each year by which retirement precedes the attainment of age 60. Pension benefits earned under the career average earnings formula are distributed in the form of a lifetime annuity with six years of payments guaranteed.

Benefits earned under the cash balance formula are expressed in the form of a hypothetical account balance. Each month a participants cash balance account is increased by (1) pay credits based on the participants plan compensation for that month and (2) interest credits based on the participants hypothetical account balance at the end of the prior month. Pay credits vary between 3% and 8% based on the participants age plus service at the end of the year. Interest credits are based on 10-year Treasury bond yields, subject to a minimum credit of 3.80%. Pension benefits under the cash balance formula may be distributed as either a lump sum of the participants hypothetical account balance or an actuarial equivalent life annuity.

Mr. Weeks, Mr. Flaws, Mr. McRae and Mr. Clappin are earning benefits under the career average earnings formula. Mr. Gregg is earning benefits under the career average earnings formula up to December 31, 2000, and subsequently is earning benefits under the cash balance formula. All of the NEOs are currently eligible to retire under the plan.

Supplemental Pension Plan and Executive Supplemental Pension Plan

Since 1986, Corning has maintained nonqualified pension plans to attract and retain a highly motivated executive workforce by providing eligible employees with retirement benefits in excess of those permitted under the qualified plans. The benefits provided under the Supplemental Pension Plan (SPP) are equal to the difference between the benefits provided under the Corning Incorporated Pension Plan and benefits that would have been provided thereunder if not for the limitations of the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended (the Code).

Certain employees, including each of the NEOs, participate in the Corning Incorporated Executive Supplemental Pension Plan (ESPP). Participants in the ESPP receive no benefits from the SPP, other than earned SPP benefits under the cash balance formula prior to their participation in the ESPP. Executives fully vest in their ESPP benefit upon attainment of age 50 with 10 years of service. Participants terminating prior to fully vesting in their ESPP benefit, but with 5 years of service will be entitled to SPP benefits earned under that plans formula.

Under the ESPP, participants earn benefits based on the highest 60 consecutive months of average plan compensation over the last 120 months immediately preceding the date of termination of employment.

A change in the benefits provided under the ESPP formula was approved in December 2006. Subsequent to the change, gross benefits determined under this plan are equal to one of two benefit formulas:

Formula A: 2.0% of average plan compensation multiplied by years of service up to 25 years.

Formula B: 1.5% of average plan compensation multiplied by years of service.

Benefits are determined under Formula B for Mr. Flaws and Formula A for all other NEOs.

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Compensation Discussion & Analysis

Benefits earned under the Corning Incorporated Pension Plan and the cash balance formula of the SPP prior to ESPP participation will offset benefits earned under the preceding formulas.

Participants may retire as early as age 55 with 10 years of service. Unreduced benefits under Formulas A and B are available when a participant attains the earlier of age 60 with 10 years of service or age 55 with 25 years of service, provided their accrued benefit is less than four times the annual compensation limitation under Section 401(a)(17) of the Code ($1,040,000 in 2014). Participants with accrued benefits in excess of four times the annual compensation limitation under Section 401(a)(17) of the Code must be age 57 with 25 years of service to receive an unreduced benefit under the SPP. Otherwise, benefits are reduced 4% for each year by which retirement precedes the attainment of age 60. Benefit reductions of 1% per year by which retirement precedes age 57 apply if the four-times-annual-compensation-limit rule noted above is in effect for the participant.

Benefits earned under the ESPP are distributed in the form of a lifetime annuity, with six years of payments guaranteed except for benefits earned under the cash balance formula of the SPP prior to becoming a participant in the ESPP, which is distributed as a lump sum of the participants hypothetical account balance.

Under Mr. Flaws written agreement, Corning will purchase a life annuity from an insurance company to pay benefits due under this plan. All of the NEOs are currently eligible to retire under the plan.

Pension Benefits

The table below shows the actuarial present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each such NEO, under each of the qualified pension plan and the ESPP. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in the Companys financial statements with the exception of the assumed retirement age and the assumed probabilities of leaving employment prior to retirement. Retirement was assumed to occur at the earliest possible unreduced retirement age for each plan in which the executive participates. For purposes of determining the earliest unreduced retirement age, service was assumed to be granted until the actual date of retirement. For example, an executive under the ESPP formula who is age 50 with 20 years of service would be assumed to retire at age 55 due to eligibility of unreduced benefits at 25 years of service or age 57, if the four times annual compensation limit rule noted previously applies. No termination, disability or death was assumed to occur prior to retirement. Otherwise, the assumptions used are described in Note 13 to our Financial Statements for the year ended December 31, 2014, of our Annual Report on Form 10-K filed with the SEC on February 13, 2015. Information regarding the qualified pension plan can be found under the heading Qualified Pension Plan.

| Named Executive
Officer — Wendell P.
Weeks | Plan Name — Qualified Pension Plan | 32 | $ | 1,857,505 | | $0 |
| --- | --- | --- | --- | --- | --- | --- |
| | ESPP | 25 | (1) | 20,714,857 | (4) | 0 |
| James B.
Flaws | Qualified Pension Plan | 42 | | 2,011,149 | | 0 |
| | ESPP | 42 | (2) | 18,822,364 | (4) | 0 |
| James P.
Clappin | Qualified Pension Plan | 35 | | 1,322,578 | | 0 |
| | ESPP | 25 | (1) | 7,311,308 | | 0 |
| Lawrence D.
McRae | Qualified Pension Plan | 29 | | 1,463,474 | | 0 |
| | ESPP | 25 | (1) | 8,038,475 | | 0 |
| Kirk P.
Gregg | Qualified Pension Plan | 21 | | 604,353 | | 0 |
| | ESPP | 25 | (3) | 10,662,093 | | 0 |

| (1) | Under Formula A, years of
service are capped at 25 years, in determining benefits under the
SPP. |
| --- | --- |
| (2) | Under Formula B, years of service are uncapped with a
formula of 1.5% per year in determining benefits under the
SPP. |
| (3) | Mr. Greggs 1993 employment letter, as amended in 2002,
provides for nine extra years of benefit service under the SPP for
retirement on or after age 55. The additional value generated by these
extra nine years of service is currently approximately $1,810,000. Because
of the 25-year cap on service under Formula A, implemented after Mr. Gregg
was hired, some or all of these additional years of benefit service will
not enhance Mr. Greggs total pension benefit, depending on his actual
retirement date. For example, at age 56, Mr. Gregg will have 22 actual
years of service so that only three of the nine additional years of
service will have any impact on his pension. At age 60, Mr. Gregg would
have 26 actual years of service so that those additional years of service
would not provide any incremental pension value. Additional years of
service credit have not been provided to senior executives since this
adjustment in 2002. |
| (4) | Both Mr. Weeks and
Mr. Flaws accrued benefit exceeds four times the annual compensation
limitation under Section 401(a)(17) of the Code (currently $1,060,000). As
a result, Mr. Weeks must be age 57 to receive an unreduced pension
benefit. Mr. Flaws is currently eligible to receive an unreduced pension
benefit. |

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Part F

Table of Contents

Compensation Discussion & Analysis

The compensation covered by the qualified pension plan and the ESPP for the NEOs is the Salary plus the GoalSharing and PIP cash bonuses set forth in the Summary Compensation Table. Bonuses are included as compensation in the calendar year paid. Long-term cash or equity incentives are not (and have never been) considered as eligible earnings for determining retirement benefits under these plans. For the 2014 calendar year, the NEOs eligible earnings and final average compensation were as follows:

| Eligible
Pension Earnings | Final
Average Earnings | |
| --- | --- | --- |
| Wendell P. Weeks | $ 3,164,707 | $ 2,853,124 |
| James B.
Flaws | 1,890,352 | 1,909,896 |
| James P. Clappin | 1,101,051 | 1,053,319 |
| Lawrence D.
McRae | 1,187,983 | 1,114,490 |
| Kirk P. Gregg | 1,227,260 | 1,299,870 |

Nonqualified Deferred Compensation

The table below shows the contributions, earnings and account balances for the NEOs in the Supplemental Investment Plan. Pursuant to the Companys Supplemental Investment Plan, certain executives, including the NEOs, may choose to defer up to 75% of annual base salary and up to 75% of GoalSharing and PIP cash bonuses. The participant chooses from the same funds available under our Company Investment Plan (401(k)) in which to invest the deferred amounts. No cash is actually invested in the unfunded accounts under the Supplemental Investment Plan. Deferred amounts incur gains and losses based on the performance of the individual participants investment fund selections. Participants may change their elections among these fund options. All of our current NEOs have more than three years with the Company, so all of the Companys matching contributions are fully vested. Participants cannot withdraw any amounts from their deferred compensation balances until retirement from the Company at or after age 55 with 5 years of service. Participants may elect to receive distributions as a lump sum payment or two to five annual installments. If an NEO leaves the Company, prior to retirement, the account balance is distributed in a lump sum six-months following the executives departure.

No NEO withdrawals or distributions were made in 2014.

| Named Executive
Officer — Wendell P. Weeks | $ 3,928,659 | $ 180,682 | $ 185,953 | $ 397,049 | $ 0 | $ 4,692,343 |
| --- | --- | --- | --- | --- | --- | --- |
| James B.
Flaws | 4,591,067 | 177,161 | 102,527 | 157,040 | 0 | 5,027,794 |
| James P. Clappin | 2,379,188 | 243,146 | 60,889 | 128,489 | 0 | 2,811,712 |
| Lawrence D.
McRae | 0 | 0 | 0 | 0 | 0 | 0 |
| Kirk P. Gregg | 2,178,133 | 58,302 | 38,868 | 152,867 | 0 | 2,428,171 |

| (1) | Reflects participation in
the Supplemental Investment Plan by Messrs. Weeks, Flaws, Clappin and
Gregg in the deferral of a portion of their 2014 base salaries and
participation by Messrs. Weeks, Flaws, Clappin and Gregg in the deferral
of a portion of the bonus received in 2014 for prior year performance. The
NEOs contributions are included in the Summary Compensation Table, as a
part of Salary and/or Non-Equity Incentive Plan Compensation. |
| --- | --- |
| (2) | Reflects the Company match on the Supplemental
Investment Plan which was credited to the account of the NEOs in 2014. All
of these amounts are included in the All Other Compensation column of the
Summary Compensation Table (and are also detailed in footnote (4) to that
Table). |
| (3) | Reflects aggregate earnings on each type of deferred
compensation listed above. The earnings on deferred base salary and bonus
payments are calculated based on the actual returns from the same fund
choices that Company employees have in the qualified 401(k) plan.
Currently, employees have 14 fund choices that they may select from. As
nonqualified plans, these plans are unfunded which means that no actual
dollars are invested in these funds. The Company does not provide any
above market interest rates or other special terms for any deferred
amounts. These amounts are not included in the Change in Pension Value
column of the Summary Compensation Table. |

56 CORNING INCORPORATED - 2015 Proxy Statement

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Compensation Discussion & Analysis

Arrangements with Named Executive Officers

Severance Agreements

We have entered into severance agreements with each of our NEOs. Effective for all new executive severance agreements and executive change-incontrol agreements entered into after July 2004, the Compensation Committee and Board of Directors approved a policy to limit benefits that may be provided to an executive under any new agreement to 2.99 times the executives annual compensation of base salary plus target incentive payments.

Severance AgreementsMr. Weeks

Under Mr. Weeks severance agreement, if he is terminated involuntarily, and without cause (a conviction for a felony; commission of a fraud, theft or embezzlement that materially damages the financial condition of Corning; or gross abdication of duties), or as a result of disability, he is entitled to the following:

| ● | Base salary, reimbursable expenses and annual bonus
accrued and owing as of the date of termination (lump sum
payment); |
| --- | --- |
| ● | A severance amount equal to 2.99 times his then-base
salary plus an annual bonus amount (calculated at 100% of target that
would have been paid for the fiscal year in
which the termination occurs) (lump sum payment); |
| ● | Continued participation in the Companys benefit plans
for up to three years; and |
| ● | In the calendar year
following the year in which the termination occurs (subject to a six-month
waiting period), the purchase of his principal residence by the Company upon request. |

If however, Mr. Weeks is terminated for cause (as described above) or he resigns, he would (1) be entitled to accrued, but unpaid salary (lump sum payment) and any reimbursable expenses accrued or owing to him and (2) forfeit any outstanding stock awards.

Severance AgreementsOther Named Executive Officers

Generally under the severance agreements, an NEO is entitled to severance payments if he is terminated involuntarily other than for cause (conviction of a felony or misdemeanor involving moral turpitude; material breach of Cornings Code of Conduct; gross abdication of duties; or misappropriation of Company assets or dishonesty or business conduct that causes material harm to Corning).

In addition, involuntary termination of an executive does not include:

●	Voluntary termination;
●	Voluntary retirement at or after age 55;
●	Termination as a result of disability or
death;
●	Termination of employment as a result of the sale of all
or part of Cornings business and the executive has an opportunity to
continue employment with buyer for
comparable total compensation; and
●	Termination as a
result of a change in control of Corning if the executive has a separate
change-in-control agreement.

Under the severance agreements, an NEO, other than Mr. Weeks, is entitled to receive the following:

| ● | Accrued but unpaid base salary, reimbursable expenses,
vacation pay and the executives target percentage for the annual bonus
plans multiplied by the executives salary,
pro-rated to the last day of the month closest to the termination date
(lump sum payment); |
| --- | --- |
| ● | A severance amount equal to 2.99 times (in the case of
Mr. Flaws) and two times (in the case of Messrs. McRae, Clappin and Gregg)
the executives then base salary plus an
annual bonus amount (an amount equal to executives salary multiplied by
the executives target percentage in effect on the termination date under the Companys Performance Incentive Plan
and 5% target under the GoalSharing Plan) (lump sum payment); |
| ● | Continued medical, dental and hospitalization benefits
for 24 months; |
| ● | In the calendar year following the year in which the
termination occurs (subject to a six-month waiting period), the purchase
of his principal residence by the Company
upon request; |
| ● | In the case of Mr. Flaws, receipt of an additional 2.99
years of service credit under Cornings nonqualified retirement plans;
and |
| ● | Outplacement benefits
up to a maximum amount of $50,000. |

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Compensation Discussion & Analysis

The following table reflects the amounts that would be payable under the various arrangements assuming termination occurred at December 31, 2014.

| Termination Scenarios (Including
Serverance, if eligible) — Named
Executive Officer | | Voluntary (1) | For Cause | Death | Disability (1) | Without
Cause | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Wendell P.
Weeks | Severance Amount | $ n/a | $ n/a | $ n/a | $ n/a | $ 9,405,942 | |
| | Value of Benefits
Continuation | n/a | n/a | n/a | n/a | 65,538 | (2) |
| | Value of Outplacement Services | n/a | n/a | n/a | n/a | n/a | |
| | Purchase of
Principal Residence | n/a | n/a | n/a | n/a | $200,000
to | |
| | | | | | | $1,000,000 | (3) |
| | Pension Non-Qualified Annuity | 1,298,258 | 0 | 1,180,583 | 1,318,028 | 1,298,258 | |
| | Pension -
Non-Qualified Lump Sum | n/a | n/a | n/a | n/a | n/a | |
| | Pension-Qualified
Annuity | 108,692 | 108,692 | 54,346 | 108,692 | 108,692 | |
| James B.
Flaws | Severance
Amount | n/a | n/a | n/a | n/a | $ 5,620,602 | |
| | Value of Benefits Continuation | n/a | n/a | n/a | n/a | 28,846 | (2) |
| | Value of
Outplacement Services | n/a | n/a | n/a | n/a | 50,000 | |
| | Purchase of Principal Residence | n/a | n/a | n/a | n/a | $200,000 to | |
| | | | | | | $1,000,000 | (3) |
| | Pension
Non-Qualified Annuity | 1,061,659 | 0 | 900,061 | 1,061,659 | 1,148,822 | |
| | Pension - Non-Qualified Lump Sum | n/a | n/a | n/a | n/a | n/a | |
| | Pension-Qualified Annuity | 148,135 | 148,135 | 74,068 | 148,135 | 148,135 | |
| James P.
Clappin | Severance Amount | n/a | n/a | n/a | n/a | $ 2,376,000 | |
| | Value of Benefits
Continuation | n/a | n/a | n/a | n/a | 29,982 | (2) |
| | Value of Outplacement Services | n/a | n/a | n/a | n/a | n/a | |
| | Purchase of
Principal Residence | n/a | n/a | n/a | n/a | 0 | (3) |
| | Pension Non-Qualified Annuity | 446,094 | 0 | 383,290 | 446,094 | 446,094 | |
| | Pension -
Non-Qualified Lump Sum | n/a | n/a | n/a | n/a | n/a | |
| | Pension-Qualified Lump
Sum | 80,696 | 80,696 | 40,348 | 80,696 | 80,696 | |
| Lawrence D.
McRae | Severance
Amount | n/a | n/a | n/a | n/a | $ 2,376,000 | |
| | Value of Benefits Continuation | n/a | n/a | n/a | n/a | 43,692 | (2) |
| | Value of
Outplacement Services | n/a | n/a | n/a | n/a | 50,000 | |
| | Purchase of Principal Residence | n/a | n/a | n/a | n/a | $200,000 to | |
| | | | | | | $1,000,000 | (3) |
| | Pension
Non-Qualified Annuity | 479,073 | 0 | 428,169 | 479,073 | 479,073 | |
| | Pension - Non-Qualified Lump Sum | n/a | n/a | n/a | n/a | n/a | |
| | Pension-Qualified Annuity | 78,261 | 78,261 | 39,131 | 78,261 | 78,261 | |
| Kirk P.
Gregg | Severance Amount | n/a | n/a | n/a | n/a | $ 2,444,400 | |
| | Value of Benefits
Continuation | n/a | n/a | n/a | n/a | 43,692 | (2) |
| | Value of Outplacement Services | n/a | n/a | n/a | n/a | 50,000 | |
| | Purchase of
Principal Residence | n/a | n/a | n/a | n/a | $200,000
to | |
| | | | | | | $1,000,000 | (3) |
| | Pension Non-Qualified Annuity | 622,337 | 0 | 566,243 | 622,337 | 622,337 | |
| | Pension -
Non-Qualified Lump Sum | n/a | n/a | n/a | n/a | n/a | |
| | Pension-Qualified Annuity | 19,420 | 19,420 | 9,710 | 19,420 | 19,420 | |
| | Pension-Qualified Lump Sum | 292,321 | 292,321 | 292,321 | 292,321 | 292,321 | |

| (1) | Nonqualified plan benefits
shown for all NEOs are payable from ESPP. The timing and form of the
benefits payable in the table above for a voluntary termination are as
follows: Messrs. Weeks, McRae, Clappin and Greggs ESPP benefits are
payable as a life annuity beginning at age 55. Mr. Flaws benefit is
payable as an immediate life annuity with six years
guaranteed. |
| --- | --- |
| (2) | The value of welfare benefits continuation is estimated
at $21,846 per year for family coverage for Messers. Weeks, McRae and
Gregg (three years of benefits continuation for Mr. Weeks and two years of
benefits continuation for Messrs. McRae, and Gregg). Mr. Flaws and Mr.
Clappins benefits continuation is estimated at $14,990 per year and
$14,423 per year for two years, respectively. |
| (3) | The NEOs may also
request that Corning purchase their principal residence. Corning is unable
to accurately and precisely estimate the value that may be delivered under
this provision as it requires an independent appraisal of the executives
residence as well as a calculation of the executives purchase price of
the residence plus a percentage of documented improvements made to the
property. These values are not maintained by Corning in its normal course
of business. They are required only if an executive is terminated. Under
the terms of the severance agreements, an executive may request that the
Company purchase the executives principal residence in the Corning, New
York area. Such purchase must be finalized in the calendar year following
the year in which the executives termination occurred (subject to a
six-month waiting period) and shall be made at the greater of (i) the
residences appraised value at the termination date, as determined in
accordance with the Companys relocation policies in effect immediately
prior to the involuntary termination or (ii) The total cost of the
residence plus improvements and tax gross-up as applicable (Protected
Value), as determined in accordance with the Companys Protected Value
policy in effect as of the date of the relevant severance agreement. The
values above represent estimates of how much the Protected Value
calculation may exceed the appraised value of the property and includes an
associated tax gross up. Mr. Clappin does not currently have a principal
residence in the Corning, NY area. |

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Compensation Discussion & Analysis

Cornings team approach, as applied to our NEOs compensation, results in similarly situated executives being treated consistently. Currently, the terms of both the severance and change-in-control agreements are bifurcated similarly between those NEOs who are Board members and those who are not (i.e. cash severance payments range from two to 2.99 times the executives base salary and annual bonus amount). These ranges and periods were not negotiated individually with the executives, but were put in place by the Committee, having determined that these terms and multiples were appropriate for such agreements.

Change in Control Agreements

We have entered into change in control agreements with each of the NEOs. These agreements are intended to provide for continuity of management if there is a change in control of Corning. These agreements will be effective until the executive leaves the employ of Corning or until the executive ceases to be an officer of Corning.

The agreements define a change in control as any of the following (so long as the event is also a change in control within the meaning of Section 409A of the Code):

| ● | Any person acquires 30% or more of Cornings voting
securities (a beneficial owner); |
| --- | --- |
| ● | In the grandfathered agreements of the current NEOs a
beneficial owner increases his ownership from 30% or more to 50% or more
of Cornings voting
securities; |
| ● | A majority of Cornings directors are replaced during
the term of the agreement without approval of at least two-thirds of the
existing directors or directors previously
approved by the existing directors; |
| ● | Consummation of any merger, consolidation or
reorganization involving Corning, unless the outstanding voting securities
of Corning prior to the transaction
continue to represent at least 50% of the voting securities of Corning or
the new company; |
| ● | Corning is liquidated or dissolved; or |
| ● | All or substantially
all of Cornings assets are disposed of or
sold. |

If during the term of the agreement, a change in control occurs, the restrictions on all restricted stock held by the NEO lapse, and any stock options vest and become immediately exercisable.

The NEOs are also entitled to severance and other benefits upon certain terminations of employment following or in connection with a change in control.

| ● | For Mr. Weeks benefits are payable if he (i) is
terminated without cause (a conviction for a felony, fraud, theft or
embezzlement against the Company, a gross
abdication of duties), (ii) resigns for good reason (generally, a
material adverse change in the executives title, position or responsibilities, a reduction in the executives base
salary, relocation, a material reduction in the level of employee
benefits, a material breach by the Company
of its obligations under the agreement, or a successor companys failure
to honor the agreement), or (iii) resigns or is terminated for any reason, each during a potential change in
control period (defined as the period beginning on the date of execution
of an agreement with respect to a
transaction the consummation of which would constitute or result in a
change in control and ending on the date immediately following the change in control or the date on which such
transaction is abandoned) or within four years following a change in
control. |
| --- | --- |
| ● | For the other NEOs
(other than Mr. Weeks), benefits are payable if their employment is
terminated (other than for cause, by reason of death or disability, or by the executive for any reason) during a
potential change in control period, or within two years following a change
in control. |

The benefits payable are as follows:

| ● | Accrued but unpaid base salary, reimbursable expenses,
vacation pay and the executives target percentage for the annual bonus
plans multiplied by the executives salary,
pro-rated to the last day of the month closest to the termination date
(lump sum payment); |
| --- | --- |
| ● | A severance amount equal to 2.99 times (for Messrs.
Weeks and Flaws) and two times (for Mr. Messrs. McRae, Clappin and Gregg)
the NEOs then base salary plus an annual
bonus amount (lump sum payment); |
| ● | Continued participation in the Companys benefit plans
for 36 months; |
| ● | Upon request, purchase of the NEOs principal residence
in the Corning, NY area; |
| ● | In the case of Mr. Flaws, receipt of an additional five
years of service credit under Cornings Executive Supplemental Pension
Plan; and |
| ● | Outplacement benefits
(equal to 20% of base salary) (excluding Mr.
Weeks). |

If an NEOs employment is terminated for cause (for Mr. Weeks, cause is described above; with respect to the other NEOs, cause means conviction for a felony or misdemeanor involving a crime of moral turpitude, misappropriation of Company assets, or gross abdication of duties), or resigns for other than good reason (described above), or the NEOs employment terminates by reason of death or disability (a physical or mental infirmity that impairs the executives ability to substantially perform his duties for 180 consecutive days or 180 days during any 12 month period), the NEO is entitled to accrued but unpaid base salary, reimbursable expenses, vacation pay and the executives target percentage for the annual bonus plans multiplied by the executives salary, pro-rated to the last day of the month closest to the termination date (lump sum payment). In addition, each NEO is generally entitled to receive a gross-up payment in an amount sufficient to make him whole for any federal excise tax on excess parachute payments imposed under Section 280G and 4999 of the Code. However, if the federal excise tax can be avoided by reducing the related payments by a present value of $45,000 or less, then the payment will be reduced to the extent necessary to avoid the excise tax and no gross up payment will be made to the Named Executive Officer.

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Compensation Discussion & Analysis

The following table reflects the amounts that would be payable under the various arrangements assuming that a change in control occurred on December 31, 2014.

| Named Executive
Officer | Cash-based — Cash Severance | Interrupted Perf.
Cycles | ESPP | Misc. Benefits | Long-Term Incentives — Interrupted Perf.
Cycles | Share-based Awards | Total Benefits |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Wendell P. Weeks | $ 9,962,541 | $0 | $ 24,333,006 | $ 130,000 | $ 2,800,000 | $ 23,773,961 | $ 60,999,508 |
| James B.
Flaws | 5,911,164 | 0 | 15,850,948 | 107,909 | 1,400,000 | 11,820,431 | 35,090,452 |
| James P. Clappin | 2,376,000 | 0 | 7,374,555 | 94,622 | 800,000 | 5,850,712 | 16,495,889 |
| Lawrence D.
McRae | 2,473,795 | 0 | 8,407,480 | 108,333 | 800,000 | 7,575,386 | 19,364,995 |
| Kirk P. Gregg | 2,552,294 | 0 | 10,024,778 | 108,333 | 800,000 | 6,792,556 | 20,277,962 |

| (1) | In accordance with IRS
rules, the calculation of excise tax gross-up is a complex calculation
that can vary dramatically from year to year depending on the facts and
variables applicable at the time of a change in control. For calculations
performed at December 31, 2014, none of the NEOs were subject to the
excise tax, so as a result, no excise tax gross-up was
applicable. |
| --- | --- |
| (2) | Long-term incentives
include a combination of equity (stock options and restricted stock units)
and cash (cash performance units) which vest upon a change of
control. |

In addition to the above, the NEOs may also request that Corning purchase their principal residence. The value of such benefit is generally estimated to be in the range of $200,000 to $1,000,000. Corning is unable to accurately and precisely estimate the value as it requires an independent appraisal of the executives residence, as well as a calculation of the executives purchase price of such residence and any documented improvements made to the property. This is data that Corning does not maintain in its normal course of business. See footnote (3) to the Termination Scenarios on page 58.

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Proposal 4 Holy Land Principles Shareholder Proposal

The Holy Land Principles, Inc., on behalf of Mr. James Boyle (14 Stonegate Oval, New Rochelle, NY 10804) who held more than $2,000 of shares of common stock on May 28, 2014, intends to submit the following resolution to shareholders for approval at the 2015 annual meeting.

Resolution

WHEREAS, Coming Incorporated has operations in Palestine-Israel;

WHEREAS, achieving a lasting peace in the Holy Land -- with security for Israel and justice for Palestinians -- encourages us to promote means for establishing justice and equality;

WHEREAS, fair employment should be the hallmark of any American company at home or abroad and is a requisite for any just society;

WHEREAS, Holy Land Principles, Inc. has proposed a set of equal opportunity employment principles to serve as guidelines for corporations in Palestine-Israel. These are:

| 1. | Adhere to equal and fair employment practices in hiring,
compensation, training, professional education, advancement and governance
without discrimination based on national, racial, ethnic, or religious
identity. · |
| --- | --- |
| 2. | Identify underrepresented employee groups and initiate
active recruitment efforts to increase the number of underrepresented
employees to a level proportional to their representation in
society. |
| 3. | Make every reasonable effort to ensure that all
employees have the ability to easily, openly and equally travel to and
access corporate facilities. |
| 4. | Maintain a work environment that is respectful of all
national, racial, ethnic and religious groups. |
| 5. | Work with governmental and community authorities, and
support local initiatives to eliminate disparities among national, racial,
ethnic and religious groups in government spending on education, training,
access to health care and housing. |
| 6. | Not make military service a precondition or
qualification for employment for any position, other than those positions
that specifically require such experience, for the fulfillment of an
employees particular responsibilities. |
| 7. | Not accept subsidies, tax incentives or other benefits
that lead to the direct advantage of one racial, ethnic or religious group
over another. |
| 8. | Appoint staff to
monitor, oversee, set timetables, and publicly report on their progress in
implementing the Holy Land Principles. |

RESOLVED: Shareholders request the Board of Directors to: Make all possible lawful efforts to implement and/or increase activity on each of the eight Holy Land Principles.

Shareholders Supporting Statement

We believe that Coming Incorporated benefits by hiring from the widest available talent pool. An employees ability to do the job should be the primary consideration in hiring and promotion decisions.

Implementation of the Holy Land Principles-- which are both pro-Jewish and pro-Palestinian -- will demonstrate Coming Incorporateds concern for human rights and equality of opportunity in its international operations.

Please vote your proxy FOR these concerns.

Position of The Board of Directors

The Board has carefully considered the proposal and, for the reasons described below, believes adopting the shareholder proposal is unnecessary in light of the Companys demonstrated commitment to equal employment opportunity without regard to age, race, color, gender, national origin, religion, sexual orientation, gender identity or expression, disability, veteran status or any other protected status.

Our Equal Employment Opportunity/Workplace Conduct Policy Statement clearly sets forth the standards under which Corning Incorporated treats all employees and applicants for employment. Our Code of Conduct articulates the Companys long-standing policy of zero tolerance for discrimination or harassment of any kind and can be found on the Companys website at http://www.corning.com/CodeofConduct. The Companys subsidiary located in Israel is subject to the same policies as all other Corning locations. The Board does not believe that implementation of the proposed resolution is necessary or desirable because the concerns raised by the proponent, as they pertain to our business, are meaningfully addressed through our policies and practices currently in place. The Board believes that implementing this proposal would create confusion and conflict, at unnecessary cost to the Company, and divert managements attention from operations and provide no additional benefit to our current robust non-discrimination policies and processes. For the foregoing reasons, the Board believes that adoption of the shareholder proposal is not in the best interests of the Company or its shareholders.

Our Board unanimously recommends a vote AGAINST the shareholder proposal.

CORNING INCORPORATED - 2015 Proxy Statement 61

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Frequently Asked Questions About the Meeting And Voting

Why Did You Send Me This Proxy Statement?

We sent this proxy statement and the enclosed proxy card to you because our Board of Directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes information concerning the matters to be presented at the meeting and related information that will help you make an informed vote. This proxy statement and the accompanying proxy card are first being mailed to shareholders on or about March 17, 2015.

When and Where Is The Annual Meeting?

The Annual Meeting will be held on Tuesday, April 30, 2015, at 11 a.m., Eastern Time, at The Corning Museum of Glass Auditorium, One Museum Way, Corning, New York 14830.

Who May Attend The Annual Meeting?

The Annual Meeting is open to holders of our common shares. To attend the meeting, you will need to register upon arrival. We may check for your name on our shareholders list and ask you to produce valid photo ID. If your shares are held in street name by your broker or bank, you should bring your most recent brokerage account statement or other evidence of your share ownership. If we cannot verify that you own Corning shares, it is possible that you will not be admitted to the meeting.

What Am I Voting On?

At the Annual Meeting, you will be voting:

●	To elect 14 directors for a one-year term;
●	To ratify the appointment of PricewaterhouseCoopers LLP
as our independent registered public accounting firm for the fiscal year
ending December 31, 2015;
●	To approve the Companys executive
compensation;
●	On the shareholder proposal, if it is properly presented
at the meeting; and
●	Any other matter, if
any, as may properly come before the meeting and any adjournment or
postponement of the Annual Meeting.

How Do You Recommend That I Vote On These Items?

The Board of Directors recommends that you vote your shares:

| ● | FOR all of the
director nominees (Proposal 1); |
| --- | --- |
| ● | FOR ratification
of the Boards appointment of PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the fiscal year ending December 31, 2015 (Proposal 2);
and |
| ● | FOR the advisory
approval of the compensation of the Companys NEOs, as such information is
disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying disclosure
(commonly referred to as Say on Pay) (Proposal 3). |
| ● | AGAINST the
shareholder proposal (Proposal 4). |

Who Is Entitled To Vote?

You may vote if you owned our common shares as of the close of business on March 2, 2015, the record date for the Annual Meeting.

How Many Votes Do I Have?

You are entitled to one vote for each common share you own. As of the close of business on March 2, 2015, we had 1,268,798,790 common shares outstanding. The shares held in our treasury are not considered outstanding and will not be voted or considered present at the meeting.

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Frequently Asked Questions About the Meeting And Voting

How Do I Vote By Proxy Before The Annual Meeting?

Before the meeting, registered shareholders may vote shares in one of the following three ways:

●	By Internet at www.investorvote.com/glw ;
●	By telephone (from the United States and Canada only)
at 1-(800)-652-VOTE
(8683) ; and
●	By mail by completing,
signing, dating and returning the enclosed proxy card in the postage paid
envelope provided (see instructions on proxy card).

Please refer to the proxy card for further instructions on voting by Internet or telephone.

Please use only one of the three ways to vote.

If you hold shares in the account of or name of a broker, your ability to vote those shares by Internet and telephone depends on the voting procedures used by your broker, as explained below under How Do I Vote If My Broker Holds My Shares In Street Name?

May I Vote My Shares In Person At The Annual Meeting?

Yes. You may vote your shares at the meeting if you attend in person, even if you previously submitted a proxy card or voted by Internet or telephone. Whether or not you plan to attend the meeting, however, we strongly encourage you to vote your shares by proxy before the meeting.

May I Change My Mind After I Vote?

Yes. You may change your vote or revoke your proxy at any time before the polls close at the meeting. You may change your vote by:

| ● | signing another proxy card with a later date and
returning it to Cornings Corporate Secretary at One Riverfront Plaza,
Corning, NY 14831, prior to the
meeting; |
| --- | --- |
| ● | voting again by Internet or telephone prior to the
meeting; or |
| ● | voting again at the
meeting. |

You also may revoke your proxy prior to the meeting without submitting any new vote by sending a written notice that you are withdrawing your vote to our Corporate Secretary at the address listed above.

What Shares Are Included On My Proxy Card?

Your proxy card includes shares held in your own name and shares held in any Corning plan. You may vote these shares by Internet, telephone or mail, as described on the enclosed proxy card. Your proxy card does not include any shares held in a brokerage account in the name of your bank or broker (such shares are said to be held in street name).

How Do I Vote If I Participate In The Corning Investment Plan?

If you hold shares in the Corning Investment Plan, which includes shares held in the Corning Stock Fund in the 401(k) plan, these shares have been added to your other holdings on your proxy card. Your completed proxy card serves as voting instructions to the trustee of the plan. You may direct the trustee how to vote your plan shares by submitting your proxy vote for those shares, along with the rest of your shares, by Internet, telephone or mail, all as described on the enclosed proxy card. If you do not instruct the trustee how to vote, your plan shares will be voted by the trustee in the same proportion that it votes shares in other plan accounts for which it did receive timely voting instructions.

How Do I Vote If My Broker Holds My Shares In Street Name?

If your shares are held in a brokerage account in the name of your bank or broker (this is called street name), those shares are not included in the total number of shares listed as owned by you on the enclosed proxy card. Instead, your bank or broker will send you directions on how to vote those shares.

What Is A Broker Non-Vote?

If you own shares through a bank or broker in street name, you may instruct your bank or broker how to vote your shares. A broker non-vote occurs when you fail to provide your bank or broker with voting instructions and the bank or broker does not have the discretionary authority to vote your shares on a particular proposal because the proposal is not a routine matter under the New York Stock Exchange rules. As explained under the question Will My Shares Held In Street Name Be Voted If I Do Not Provide My Proxy?, Proposals 1, 3 and 4 are not considered routine matters under the current New York Stock Exchange rules, so your bank or broker will not have discretionary authority to vote your shares held in street name on those items. Abstentions and broker non-votes count for quorum purposes, but not for the voting of these proposals. A broker non-vote may also occur if your broker fails to vote your shares for any reason. Proposal 2 (ratification of the appointment of our independent registered public accounting firm) is considered a routine matter under the New York Stock Exchange rules, so your bank or broker will have discretionary authority to vote your shares held in street name on that item.

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Frequently Asked Questions About the Meeting And Voting

How Will Broker Non-Votes Be Treated?

Except for Proposal 2, broker non-votes will be treated as shares present for quorum purposes, but not entitled to vote, so they will have no effect on the outcome of any election or proposal.

Will My Shares Held In Street Name Be Voted If I Do Not Provide My Proxy?

Under the New York Stock Exchange rules, if you own shares in street name through a broker and do not vote, your broker may not vote your shares on proposals determined to be non-routine. In such cases, the absence of voting instructions results in a broker non-vote. Broker non-voted shares count toward achieving a quorum requirement for the Annual Meeting, but they do not affect the determination of whether the non-routine matter is approved or rejected. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm is the only matter in this proxy statement considered to be a routine matter for which brokers will be permitted to vote on behalf of their clients, if no voting instructions are furnished. Since Proposals 1, 3 and 4 are non-routine matters, broker non-voted shares will not count as votes cast to affect the determination of whether those proposals are approved or rejected. Therefore, it is important that you provide voting instructions to your broker.

What If I Return My Proxy Card Or Vote By Internet Or Telephone But Do Not Specify How I Want To Vote?

If you sign and return your proxy card or complete the Internet or telephone voting procedures, but do not specify how you want to vote your shares, we will vote them as follows:

●	FOR all of the director nominees (Proposal 1);
●	FOR ratification of the Boards appointment of PricewaterhouseCoopers
LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2015
(Proposal 2); and
●	FOR the advisory vote to approve the compensation of the Companys
NEOs, as such information is disclosed in the Compensation
Discussion and Analysis, the compensation
tables and the accompanying disclosure (commonly referred to as Say on
Pay) (Proposal 3).
●	AGAINST the shareholder proposal (Proposal
4).

If you participate in the Corning Investment Plan and do not submit timely voting instructions, the trustee of the plan will vote the shares in your plan account in the same proportion that it votes shares in other plan accounts for which it did receive timely voting instructions, as explained above under the question How Do I Vote If I Participate In The Corning Investment Plan?

What Does It Mean If I Receive More Than One Proxy Card?

If you received more than one proxy card, you have multiple accounts with your brokers or our transfer agent. Please vote all of these shares. We recommend that you contact your broker or our transfer agent to consolidate as many accounts as possible under the same name and address. You may contact our transfer agent, Computershare Trust Company, N.A., at 1-(800)-255-0461.

May Shareholders Ask Questions At The Annual Meeting?

Yes. Our representatives will answer your questions of general interest to shareholders at the end of the meeting. In order to give a greater number of shareholders the opportunity to ask questions, we may impose certain procedural requirements, such as limiting repetitive or follow-up questions, or those of a personal nature.

How Many Shares Must Be Present To Hold The Meeting?

In order for us to conduct our meeting, a majority of our outstanding common shares as of March 2, 2015, the record date for the meeting, must be present in person or by proxy at the meeting. This is called a quorum. Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a proxy by Internet, telephone or mail.

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Frequently Asked Questions About the Meeting And Voting

What Is The Vote Required For Each Proposal?

| | Affirmative Vote
Required | Broker Discretionary Voting
Allowed |
| --- | --- | --- |
| Election of 14 directors | Majority of votes cast at the meeting | No |
| | in person or by proxy | |
| Ratification of
the appointment of independent registered public | Majority of votes
cast at the meeting | Yes |
| accounting firm
for fiscal year 2015 | in person or by
proxy | |
| Advisory vote to approve the compensation of the Companys
NEOs | Majority of votes cast at the meeting | No |
| | in person or by proxy | |
| Shareholder
Proposal | Majority of votes
cast at the meeting | No |
| | in person or by proxy | |

With respect to each Proposal, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on any of these Proposals, the abstention will not constitute a vote cast.

How Will Voting On Any Other Business Be Conducted?

We have not received proper notice of, and are not aware of, any business to be transacted at the meeting other than as indicated in this proxy statement. If any other item or proposal properly comes before the meeting, the proxies received will be voted on those matters in accordance with the discretion of the proxy holders.

Who Pays For The Solicitation Of Proxies?

Our Board of Directors is making this solicitation of proxies on our behalf. We will pay the costs of the solicitation, including the costs for preparing, printing and mailing this proxy statement. We have hired Georgeson Inc. to assist us in soliciting proxies. It may do so by telephone, in person or by other electronic communications. We anticipate paying Georgeson a fee of $21,000 plus expenses for these services. We also will reimburse brokers, nominees and fiduciaries for their costs in sending proxies and proxy materials to our shareholders so that you may vote your shares. Our directors, officers and regular employees may supplement Georgesons proxy solicitation efforts by contacting you by telephone or electronic communication or in person. We will not pay directors, officers or other regular employees any additional compensation for their proxy solicitation efforts.

How Can I Find The Voting Results Of The Annual Meeting?

Following the conclusion of the Annual Meeting, we will include the voting results in a Form 8-K, which we expect to file with the Securities and Exchange Commission (the SEC) on or before May 5, 2015.

How Do I Submit a Shareholder Proposal For, Or Nominate a Director for Election at Next Years Annual Meeting?

If you wish to submit a proposal to be included in our proxy statement for our 2016 Annual Meeting of Shareholders, we must receive it at our principal office on or before November 17, 2015. Please address your proposal to: Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, NY, 14831.

We will not be required to include in our proxy statement a shareholder proposal that is received after that date or that otherwise does not meet the requirements for shareholder proposals established by the SEC or as set forth in our By-Laws.

If you miss the deadline for including a proposal in our printed proxy statement, or would like to nominate a director or bring other business before the 2016 Annual Meeting of Shareholders, under our current By-Laws (which are subject to amendment at any time), you must notify our Corporate Secretary in writing not less than 90 days nor more than 120 days prior to the first anniversary of the preceding years Annual Meeting. For our 2016 Annual Meeting of Shareholders, we must receive notice on or after December 30, 2015, and on or before January 29, 2016.

Can I Receive Electronic Delivery of Proxy Materials And Annual Reports?

Yes. This proxy statement and Cornings 2014 Annual Report are available on Cornings website at www.corning.com. Instead of receiving paper copies of next years proxy statement and Annual Report in the mail, shareholders can elect to receive an e-mail message that will provide a link to these documents on the website. By opting to access your proxy materials online, you will save us the cost of producing and mailing documents, reduce the amount of mail you receive, and help preserve environmental resources. Cornings shareholders who have enrolled in the electronic proxy delivery service previously will receive their materials online this year. Shareholders of record may enroll in the electronic proxy statement and Annual Report access service for future Annual Meetings by registering online at www.computershare.com. Beneficial or street name shareholders who wish to enroll in electronic access service may do so at www.icsdelivery.com. We may, at some point, use the SECs Notice and Access method of proxy distribution. If we were to utilize the Notice and Access method, you would receive a notice in the mail about how to access electronic copies of the proxy materials or how to have paper copies mailed to you.

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Frequently Asked Questions About the Meeting And Voting

Are You Householding For Shareholders Sharing The Same Address?

Yes. The SECs rules regarding the delivery to shareholders of proxy statements, annual reports, prospectuses and information statements permit us to deliver a single copy of these documents to an address shared by two or more of our shareholders. This method of delivery is referred to as householding, and can significantly reduce our printing and mailing costs. It also reduces the volume of mail you receive. This year, we are delivering only one proxy statement and 2014 Annual Report to multiple registered shareholders sharing an address, unless we receive instructions to the contrary from one or more of the shareholders. We will still be required, however, to send you and each other shareholder at your address an individual proxy voting card. If you would like to receive more than one copy of this proxy statement and our 2014 Annual Report, we will promptly send you additional copies upon written or oral request directed to our transfer agent, Computershare Trust Company, N.A., toll free at 1-(800)-255-0461. The same phone number may be used to notify us that you wish to receive a separate proxy statement or Annual Report in the future, or to request delivery of a single copy of a proxy statement or Annual Report if you are receiving multiple copies.

Code of Ethics

Our Board of Directors has adopted the Code of Ethics for the Chief Executive Officer and Financial Executives and the Code of Conduct for Directors and Executive Officers, which supplements the Code of Conduct governing all employees and directors. A copy of the Code of Ethics is available on our website at http://www.corning.com/investor_relations/corporate_governance/board_download_library.aspx. We will disclose any amendments to, or waivers from, the Code of Ethics on our website within four business days of such determination. During 2014, no amendments to or waivers of the provisions of the Code of Ethics were made with respect to any of our directors or executive officers.

Incorporation by Reference

The Compensation Committee Report on page 46 and the Report of Audit Committee of the Board of Directors on page 31, are not deemed filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by Corning under the Securities Act or the Exchange Act, except to the extent that Corning specifically incorporates such information by reference. In addition, this proxy statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this proxy statement.

Additional Information

Our 2014 Annual Report is provided with this proxy statement. Cornings Proxy Statement, Annual Report on Form 10-K, and all other filings with the SEC, each of the Board Committee Charters and the Corporate Governance Guidelines may also be accessed via the Investor Relations page on Cornings web site at www.corning.com. These documents are also available without charge upon a shareholders written or oral request to Investor Relations, Corning Incorporated, One Riverfront Plaza, Corning, NY, 14831, telephone number 1-(607)-974-9000.

66 CORNING INCORPORATED - 2015 Proxy Statement

Part G

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Appendix A

CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2014

(Unaudited; amounts in millions, except per share amounts) Cornings adjusted net income and earnings per share (EPS) for the year ended December 31, 2014 are non-GAAP financial measures within the meaning of Regulation G of the Securities and Exchange Commission. Non-GAAP financial measures are not in accordance with, or an alternative to, generally accepted accounting principles (GAAP). The company believes presenting non-GAAP net income and EPS is helpful to analyze financial performance without the impact of unusual items that may obscure trends in the companys underlying performance. A detailed reconciliation is provided below outlining the differences between these non-GAAP measures and the directly related GAAP measures.

| Adjusted earnings per share
(EPS) and net income | $ 1.53 | $ | 2,185 | |
| --- | --- | --- | --- | --- |
| Adjustments: | | | | |
| Mark-to-Market
Adjustments (Pension Liability & Hedge Contracts) & Realized Hedge
Gains (a) | 0.62 | | 892 | |
| Constant
Currency Adjustments (JPY @ ¥93, KRW @ 1,100) (b) | (0.23 | ) | (332 | ) |
| Equity
Earnings in Affiliated Companies (c) | (0.03 | ) | (38 | ) |
| Restructuring
and other charges (d) | (0.05 | ) | (66 | ) |
| Other (e) | 0.00 | | 5 | |
| Tax
Expense Adjustments (Valuation Allowances/Law
Changes) (f) | (0.17 | ) | (240 | ) |
| Impact
of Acquisition-Related Costs (g) | 0.05 | | 66 | |
| GAAP EPS and
net income | $ 1.73 | $ | 2,472 | |

| (a) | Pension: Mark-to-market gains and
losses arise from changes in actuarial assumptions and the difference
between actual and expected returns on plan assets and discount rates.
Hedge Contracts: Mark-to-market gains are recorded on our purchased
collars and average rate forwards related to translated earnings contracts
and realized gains on Japanese yen/Korean won NPAT hedges |
| --- | --- |
| (b) | This represents constant currency
adjustments to our US GAAP results to reflect after-tax performance
applying a ¥93 and 1,100 KRW FX rate. |
| (c) | These adjustments relate to items
which do not reflect expected on going operating results of our affiliated
companies, such as asset impairments, significant liability reserve
reversals and other charges and settlements under take-or-pay
contracts. |
| (d) | Restructuring and other
charges. |
| (e) | Includes amounts related to the
Pittsburgh Corning Corporation (PCC) asbestos litigation, adjustments to
our estimated liability for environmental-related items and the
settlement of litigation related to a small acquisition as well as the
partial impact of non-restructuring related items due to the decision to
liquidate a consolidated subsidiary. |
| (f) | Provision for income taxes: this
represents the removal of discrete adjustments attributable to changes in
tax law and changes in judgment about the realizability of certain
deferred tax assets. This item also includes the income tax effects of
adjusting from a GAAP tax rate to a core earnings tax rate and tax effect
of a transfer pricing out of period adjustment. |
| (g) | These expenses include intangible
amortization, inventory valuation adjustments and external
acquisition-related deal costs. |

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Appendix A

CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2013

(Unaudited; amounts in millions, except per share amounts) Cornings adjusted net income and earnings per share (EPS) for the year ended December 31, 2013 are non-GAAP financial measures within the meaning of Regulation G of the Securities and Exchange Commission. Non-GAAP financial measures are not in accordance with, or an alternative to, generally accepted accounting principles (GAAP). The Company believes presenting non-GAAP net income and EPS is helpful to analyze financial performance without the impact of unusual items that may obscure trends in the companys underlying performance. A detailed reconciliation is provided below outlining the differences between these non-GAAP measures and the directly related GAAP measures.

| Adjusted earnings per share (EPS) and net
income | $ 1.19 | $ | 1,740 | |
| --- | --- | --- | --- | --- |
| Adjustments to GAAP Net
Income and EPS: | | | | |
| Mark-to-Market
Adjustments (Pension Liability & Hedge
Contracts) (a) | 0.15 | | 214 | |
| Impact
to Plan of 2013 Pension Accounting Change (b) | 0.04 | | 62 | |
| DCC-Hemlock
Operating Results variance-to-plan (c) | 0.04 | | 56 | |
| DCC-Silicones
Non-Operating Gains/Losses (d) | 0.01 | | 21 | |
| Fluctuations
in FX Rates for Japanese Yen Outside Specified
Range (e) | 0.01 | | 18 | |
| Gain
on Change in Control of Equity Investment (f) | 0.01 | | 12 | |
| Tax
Expense Adjustments (Valuation Allowances/Law
Changes) (g) | 0.00 | | 3 | |
| Pittsburgh
Corning Settlement Charges (h) | (0.01 | ) | (13 | ) |
| Impact
of Acquisition-Related Costs (i) | (0.03 | ) | (40 | ) |
| Business
Restructuring Charges (j) | (0.08 | ) | (112 | ) |
| GAAP EPS and net
income | $ 1.34 | $ | 1,961 | |

| (a) | Pension: Mark-to-market gains and
losses arise from changes in actuarial assumptions and the difference
between actual and expected returns on plan assets and discount rates.
Hedge Contracts: Mark-to-market gains are recorded on our purchased
collars and average rate forwards related to translated earnings
contracts. |
| --- | --- |
| (b) | Our 2013 budget assumed no change in
pension accounting. For compensation purposes, we are excluding the
favorable impact to plan that relates to the adoption of our current
pension accounting reporting convention. |
| (c) | 2013 core earnings excludes earnings
generated from DCCs consolidated subsidiary, Hemlock Semiconductor
(Hemlock). For compensation purposes, we are excluding the favorable
impact to plan that was generated by the Hemlock business. |
| (d) | These adjustments relate to items
which do not reflect expected on-going operating results of our affiliated
companies, such as restructuring, impairment and other charges and
settlements under take-or-pay contracts. |
| (e) | The adjustment after-tax in 2013 for
foreign exchange fluctuations for the Japanese yen. |
| (f) | Adjustment of the gain as a result of
certain changes to the shareholder agreement of an equity company
occurring in the second quarter of 2013, resulting in Corning having a
controlling interest that requires consolidation of this
investment. |
| (g) | Provision for income taxes: this
represents the removal of discrete adjustments attributable to changes in
tax law and changes in judgment about the realizability of certain
deferred tax assets. This item also includes the income tax effects of
adjusting from a GAAP tax rate to a core earnings tax rate. |
| (h) | These adjustments relate to the
Pittsburgh Corning Corporation (PCC) asbestos litigation. |
| (i) | These expenses include intangible
amortization, inventory valuation adjustments and external
acquisition-related deal costs. |
| (j) | Restructuring, impairments, and other
charges. |

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Appendix A

CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2012

(Unaudited; amounts in millions, except per share amounts) Cornings adjusted net income and earnings per share (EPS) for the year ended December 31, 2012, are non-GAAP financial measures within the meaning of Regulation G of the Securities and Exchange Commission. Non-GAAP financial measures are not in accordance with, or an alternative to, generally accepted accounting principles (GAAP). The Company believes presenting non-GAAP net income and EPS is helpful to analyze financial performance without the impact of unusual items that may obscure trends in the companys underlying performance. A detailed reconciliation is provided below outlining the differences between these non-GAAP measures and the directly related GAAP measures.

| Adjusted earnings per share
(EPS) and net income | $ 1.28 | $ | 1,934 | |
| --- | --- | --- | --- | --- |
| Adjustments: | | | | |
| Asbestos
settlement (a) | (0.01 | ) | (9 | ) |
| Loss
on repurchase of debt (b) | (0.01 | ) | (17 | ) |
| Equity
in earnings of affiliated companies (c) | (0.05 | ) | (90 | ) |
| Acquisition-related
costs (d) | (0.01 | ) | (22 | ) |
| Restructuring,
impairment and other charges (e) | (0.06 | ) | (91 | ) |
| Provision
for income taxes (f) | (0.03 | ) | (41 | ) |
| Accumulated
other comprehensive income (g) | 0.03 | | 52 | |
| Foreign
exchange rate fluctuations (h) | 0.01 | | 12 | |
| Impact
of pension accounting methodology change (i) | (0.06 | ) | (92 | ) |
| GAAP EPS and net
income | $ 1.09 | $ | 1 ,636 | |

| (a) | Corning recorded a charge of $9
million after tax to adjust the asbestos liability for the change in value
of the components of the modified PCC plan of reorganization. |
| --- | --- |
| (b) | Corning recorded a loss of $17
million after tax on the repurchase of $13 million principal amount of our
8.875% senior unsecured notesdue 2021, $11 million of our 8.875% senior
unsecured notes due 2016, and $51 million principal amount of our 6.75%
senior unsecured notes due 2013. |
| (c) | Corning recorded a $18 million
restructuring charge for our share of costs for headcount reductions and
asset write-offs at Samsung Corning Precision Materials Co., Ltd., and an
impairment charge in the amount of $81 million after tax for our share of
a charge for workforce reductions and asset write-offs at DCC; and a $9
million after tax credit for Cornings share of DCCs settlement of a
dispute related to long-term supply agreements. |
| (d) | Includes expenses resulting from the
acquisition of the Discovery Labware business, including amortization of
purchased intangibles, amortization of purchase accounting adjustments to
inventories, and integration and deal costs, in the amount of $22 million
after tax. |
| (e) | Corning recorded a $91 million after
tax charge for asset impairments, workforce reductions and asset
write-offs and disposals. |
| (f) | Corning recorded a $37 million tax
expense resulting from the delay of the passage of the American Taxpayer
Relief Act of 2012 until Jan. 2013 , that will be reversed in Q1, 2013,
and a $4 million net tax provision related to the adjustment of deferred
taxes as a result of tax rate reductions in Japan. |
| (g) | Corning recorded a $52 million
translation capital gain on the liquidation of a foreign
entity. |
| (h) | The adjustment after-tax in 2012 for
foreign exchange fluctuations for the Korean won. |
| (i) | In the first quarter of 2013, Corning
elected to change the method of recognizing actuarial gains and losses for
its defined benefit pension plans. This amount represents the impact of
retrospectively applying this change to 2012. |

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Appendix A

CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2014

(Unaudited; amounts in millions, except per share amounts) Cornings adjusted operating cash flow for the year ended December 31, 2014 is a non-GAAP financial measure within the meaning of Regulation G of the Securities and Exchange Commission. Non-GAAP financial measures are not in accordance with, or an alternative to, generally accepted accounting principles (GAAP). The Company believes presenting adjusted operating cash flow is helpful in understanding the calculation of the metrics used to compute Cornings incentive compensation. A detailed reconciliation is provided below outlining the differences between these non-GAAP measures and the directly related GAAP measures.

| Adjusted Operating Cash Flow of Corning
Incorporated for the Year Ended December 31, 2014 | | |
| --- | --- | --- |
| Cash Flow | | |
| Adjusted operating cash flow | $ 3,121 | |
| Adjustments from GAAP
Operating Cash Flow: | | |
| Cash
Proceeds from Realized Balance Sheet Hedges (1) | 447 | |
| Special
Dividends (2) | 1,529 | |
| Restructuring
Cash (3) | (28 | ) |
| Realized
gain on Purchased Collars (4) | (360 | ) |
| Net cash provided by operating activities
- GAAP | $ 4,709 | |

| (1) | Represents net cash proceeds from
settlement of balance sheet hedges. |
| --- | --- |
| (2) | One-time dividend from CPM received
in Q1 2014 |
| (3) | Represents a budget to actual
adjustment to arrive at the metric to calculate incentive
compensation. |
| (4) | Represents the 2014 realized gain on
purchased collars and average rate forward contracts we entered into in
2013 to hedge our exposure to movements in the Japanese yen and its impact
on our net earnings. |

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2013

(Unaudited; amounts in millions, except per share amounts) Cornings adjusted operating cash flow for the year ended December 31, 2013 is a non-GAAP financial measure within the meaning of Regulation G of the Securities and Exchange Commission. Non-GAAP financial measures are not in accordance with, or an alternative to, generally accepted accounting principles (GAAP). The Company believes presenting adjusted operating cash flow is helpful in understanding the calculation of the metrics used to compute Cornings incentive compensation. A detailed reconciliation is provided below outlining the differences between these non-GAAP measures and the directly related GAAP measures.

| Adjusted Operating Cash Flow of Corning Incorporated for
the Year Ended December 31, 2013 | | |
| --- | --- | --- |
| Cash Flow | | |
| Adjusted operating cash flow | $ 2,768 | |
| Adjustments from GAAP
Operating Cash Flow: | | |
| Cash
Proceeds from Realized Balance Sheet Hedges (1) | 179 | |
| Won
FX Collar (KRW 1073 vs Collar at 1080-1180) (2) | | |
| Impact
on Dividends | 3 | |
| Restructuring
Cash (3) | (1 | ) |
| Impact
of Tax Liabilities (JPY Adjusted from 79 to 94) (4) | (72 | ) |
| Realized
gain on Purchased Collars (5) | (90 | ) |
| Net cash provided by operating
activities | $ 2,787 | |

| (1) | Represents net cash proceeds from
settlement of balance sheet hedges. |
| --- | --- |
| (2) | Cash flow adjustments for foreign
exchange fluctuations for the Japanese yen and South Korean
won. |
| (3) | Represents a budget to actual
adjustment to arrive at the metric to calculate incentive
compensation. |
| (4) | Represents impact on deferred tax
expenses as a result of a budgeted JPY FX adjustment from a rate of 79 to
a rate of 94. |
| (5) | Represents the 2013 realized gain on
purchased collars and average rate forward contracts we entered into in
2013 to hedge our exposure to movements in the Japanese yen and its impact
on our net earnings. |

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Appendix A

CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2012

(Unaudited; amounts in millions, except per share amounts) Cornings adjusted operating cash flow for the years ended December 31, 2012 are non-GAAP financial measures within the meaning of Regulation G of the Securities and Exchange Commission. Non-GAAP financial measures are not in accordance with, or an alternative to, generally accepted accounting principles (GAAP). The company believes presenting adjusted operating cash flow is helpful in understanding the calculation of the metrics used to compute Cornings incentive compensation. A detailed reconciliation is provided below outlining the differences between these non-GAAP measures and the directly related GAAP measures.

| Adjusted Operating Cash Flow of Corning Incorporated for the
Year Ended December 31, 2012 — Adjusted operating cash
flow | $ 3,167 | |
| --- | --- | --- |
| Adjustments: | | |
| Fluctuations
in foreign exchange rates (1) | (8 | ) |
| Cash
translation adjustments (2) | 70 | |
| Restructuring,
impairment and other credits (3) | (15 | ) |
| Impact
of Discovery Labware Acquisition (4) | (8 | ) |
| Net cash provided by operating
activities | $ 3,206 | |

| (1) | Represents the cash flow adjustment
for foreign exchange fluctuations for the Korean won of $8
million. |
| --- | --- |
| (2) | The adjustment represents the impact
of translation of cash balances by non-USD functional entities to
USD. |
| (3) | The restructuring, impairments and
other credits adjustment represents a budget to actual adjustment to
arrive at the metric to calculate incentive compensation. |
| (4) | The cash flow adjustment for amounts
paid related to the acquisition of the majority of the Discovery Labware
business from Becton, Dickinson and Company. |

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES (Unaudited)

Core Earnings per Common Share The following table sets forth the computation of core basic and core diluted earnings per common share (in millions, except per share amounts):

| | Year ended December
31, — 2014 | 2013 | 2012 |
| --- | --- | --- | --- |
| Core earnings
attributable to Corning Incorporated | $ 2,185 | $ 1,797 | $ 1,595 |
| Less: Series A convertible preferred stock
dividend | 94 | | |
| Core earnings
available to common stockholders - basic | 2,091 | 1,797 | 1,595 |
| Add: Series A convertible
preferred stock dividend | 94 | | |
| Core earnings available to common
stockholders - diluted | $ 2,185 | $ 1,797 | $ 1,595 |
| Weighted-average common shares outstanding -
basic | 1,305 | 1,452 | 1,494 |
| Effect of dilutive
securities: | | | |
| Stock options
and other dilutive securities | 12 | 10 | 12 |
| Series A convertible preferred
stock | 110 | | |
| Weighted-average common shares outstanding -
diluted | 1,427 | 1,462 | 1,506 |
| Core basic earnings per common
share | $ 1.60 | $ 1.24 | $ 1.07 |
| Core diluted earnings
per common share | $ 1.53 | $ 1.23 | $ 1.06 |

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2014

(Unaudited; amounts in millions, except per share amounts)

| As
reported | Net sales — $ 9,715 | $ 266 | Income before income taxes — $ 3,568 | $ | 2,472 | 30.7 % | Per share — $ 1.73 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Constant-yen (1) | 502 | 2 | 419 | | 306 | | 0.22 | |
| Constant-won (1) | | | 37 | | 26 | | 0.02 | |
| Purchased collars and average forward
contracts (2) | | | (1,369 | ) | (916 | ) | (0.64 | ) |
| Acquisition-related
costs (4) | | | 74 | | 57 | | 0.04 | |
| Discrete tax items and other tax-related
adjustments (5) | | | | | 240 | | 0.17 | |
| Litigation, regulatory and other legal
matters (6) | | | (1 | ) | (2 | ) | | |
| Restructuring, impairment and other
charges (7) | | | 86 | | 66 | | 0.05 | |
| Liquidation of
subsidiary (8) | | | | | (3 | ) | | |
| Equity in earnings of affiliated
companies (9) | | 43 | 43 | | 38 | | 0.03 | |
| Gain on previously held equity
investment (10) | | | (394 | ) | (292 | ) | (0.20 | ) |
| Settlement of pre-existing
contract (10) | | | 320 | | 320 | | 0.22 | |
| Contingent consideration fair value
adjustment (10) | | | (249 | ) | (194 | ) | (0.14 | ) |
| Post-combination expenses (10) | | | 72 | | 55 | | 0.04 | |
| Other items related to the Acquisition of
Samsung | | | | | | | | |
| Corning
Precision Materials (10) | | | (10 | ) | (12 | ) | (0.01 | ) |
| Pension
mark-to-market adjustment (11) | | | 29 | | 24 | | 0.02 | |
| Core performance
measures | $ 10,217 | $ 311 | $ 2,625 | $ | 2,185 | 16.8 % | $ 1.53 | |

See Reconciliation of Non-GAAP Financial Measures, Items which we exclude from GAAP measures to arrive at core performance measures on page 83 for the descriptions of the footnoted reconciling items.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2013

(Unaudited; amounts in millions, except per share amounts)

As reported	Net sales — $ 7,819	$ 547	$	2,473	$	1,961	20.7 %	Per share — $ 1.34
Constant-yen (1)	129	36		122		96		0.07
Purchased collars and
average forward contracts (2)				(435	)	(287	)	(0.20	)
Other yen-related
transactions (2)				(99	)	(69	)	(0.05	)
Hemlock Semiconductor
operating results (3)		(31	)	(31	)	(30	)	(0.02	)
Hemlock Semiconductor non-operating
results (3)		1		1		1
Acquisition-related
costs (4)				54		40		0.03
Discrete tax items and other tax-related
adjustments (5)						9		0.01
Litigation, regulatory
and other legal matters (6)				19		13		0.01
Restructuring, impairment and other
charges (7)				67		46		0.03
Equity in earnings of
affiliated companies (9)		42		42		44		0.02
Pension mark-to-market
adjustment (11)				(30	)	(17	)	(0.01	)
Gain on change in control of equity
investment (12)				(17	)	(12	)	(0.01	)
Other				4		2
Core
performance measures	$ 7,948	$ 595	$	2,170	$	1,797	17.2 %	$ 1.23

See Reconciliation of Non-GAAP Financial Measures, Items which we exclude from GAAP measures to arrive at core performance measures on page 83 for the descriptions of the footnoted reconciling items.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2012

(Unaudited; amounts in millions, except per share amounts)

As reported	$ 8,012	$	810	$	1,975	$	1,636	17.2 %	$ 1.09
Constant-yen (1)	(407	)	(167	)	(434	)	(353	)	(0.23	)
Other yen-related
transactions (2)					(22	)	(16	)	(0.01	)
Hemlock Semiconductor operating
results (3)			(25	)	(25	)	(23	)	(0.02	)
Hemlock Semiconductor
non-operating results (3)			77		77		72		0.05
Acquisition-related costs (4)					24		16		0.01
Discrete tax items and
other tax-related adjustments (5)							41		0.03
Litigation, regulatory and other legal
matters (6)					14		9		0.01
Restructuring,
impairment and other charges (7)					133		91		0.06
Equity in earnings of affiliated
companies (9)			18		18		17		0.01
Pension mark-to-market
adjustment (11)					217		140		0.09
Loss on repurchase of debt (13)					26		17		0.01
Accumulated other comprehensive income (14)					(52	)	(52	)	(0.03	)
Core performance
measures	$ 7,605	$	713	$	1,951	$	1,595	18.2 %	$ 1.06

See Reconciliation of Non-GAAP Financial Measures, Items which we exclude from GAAP measures to arrive at core performance measures page 83 for the descriptions of the footnoted reconciling items.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Year Ended December 31, 2011

(Unaudited; amounts in millions, except per share amounts)

| (dollars in
millions) — As reported | $ 7,890 | $ | 1,471 | $ | 3,231 | $ | 2,817 | 12.8 % | $ 1.78 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Constant-yen (1) | (449 | ) | (200 | ) | (526 | ) | (428 | ) | (0.27 | ) |
| Other yen-related
transactions (2) | | | | | 45 | | 33 | | 0.02 | |
| Hemlock
Semiconductor operating results (3) | | | (102 | ) | (102 | ) | (94 | ) | (0.06 | ) |
| Hemlock Semiconductor
non-operating results (3) | | | (80 | ) | (80 | ) | (74 | ) | (0.05 | ) |
| Discrete tax items
and other tax related adjustments (5) | | | | | | | (13 | ) | (0.01 | ) |
| Litigation, regulatory and
other legal matters (6) | | | | | 24 | | 14 | | 0.01 | |
| Restructuring,
impairment, and other charges (7) | | | | | 130 | | 83 | | 0.05 | |
| Pension mark-to-market
adjustment (11) | | | | | 64 | | 41 | | 0.03 | |
| Contingent liability
adjustment (15) | | | | | (27 | ) | (27 | ) | (0.02 | ) |
| Core
performance measures* | $ 7,441 | $ | 1,089 | $ | 2,759 | $ | 2,352 | 14.8 % | $ 1.49 | |

See Reconciliation of Non-GAAP Financial Measures; Items which we exclude from GAAP measures to arrive at core performance measures on page 83 for the description of the footnoted reconciling items.

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Appendix A

CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Display Technologies Segment Years Ended December 31, 2014, 2013, 2012 and 2011

(Unaudited; amounts in millions)

| | Year ended December
31, 2014 — Net sales | Net income | Net sales | Net income | Net sales | Net income | | Net sales | | Net income | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As reported | $ 3,851 | $ 1,369 | $ 2,545 | $ 1,267 | $ 2,909 | $ | 1,589 | $ | 3,145 | $ | 2,346 | |
| Constant-yen (1) | 502 | 316 | 129 | 99 | (408 | ) | (380 | ) | (450 | ) | (454 | ) |
| Constant-won (1) | | 27 | | | | | | | | | | |
| Purchased collars and average
forward contracts (2) | | (290 | ) | (90 | ) | | | | | | | |
| Other
yen-related transactions (2) | | | | (67 | ) | | (15 | ) | | | 33 | |
| Acquisition-related
costs (4) | | 37 | | 8 | | | | | | | | |
| Discrete tax
items and other tax-related adjustments (5) | | 4 | | 10 | | | | | | | 7 | |
| Restructuring, impairment and
other charges (7) | | 40 | | 6 | | | 17 | | | | | |
| Equity in
earnings of affiliated companies (9) | | 6 | | 28 | | | 18 | | | | | |
| Contingent consideration fair
value adjustment (10) | | (194 | ) | | | | | | | | | |
| Other items related to the Acquisition of Samsung
Corning | | | | | | | | | | | | |
| Precision
Materials (10) | 1 | 73 | | | | | | | | | | |
| Pension
mark-to-market adjustment (11) | | 2 | | (8 | ) | | 17 | | | | 3 | |
| Core performance
measures | $ 4,354 | $ 1,390 | $ 2,674 | $ 1,253 | $ 2,501 | $ | 1,246 | $ | 2,695 | $ | 1,935 | |

See Reconciliation of Non-GAAP Financial Measures, Items which we exclude from GAAP measures to arrive at core performance measures on page 83 for the descriptions of the footnoted reconciling items.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Optical Communications Segment Years Ended December 31, 2014, 2013, 2012 and 2011

(Unaudited; amounts in millions)

| | Year ended December 31,
2014 — Net sales | Net income | Net sales | Net income | Net sales | Net income | Net sales | Net income | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As
reported | $ 2,652 | $ 205 | $ 2,326 | $ 199 | $ 2,130 | $ 146 | $ 2,072 | $ 194 | |
| Acquisition-related costs (4) | | (2 | ) | 9 | | 1 | | | |
| Restructuring, impairment and other
charges (7) | | 17 | | 8 | | 31 | | | |
| Liquidation of subsidiary (8) | | (2 | ) | | | | | | |
| Pension mark-to-market
adjustment (11) | | 13 | | (9 | ) | 11 | | 1 | |
| Gain on change in control of equity
investment (12) | | | | (11 | ) | | | | |
| Accumulated other comprehensive
income (14) | | | | | | (52 | ) | | |
| Contingent liability
adjustment (15) | | | | | | | | (27 | ) |
| Core performance
measures | $ 2,652 | $ 231 | $ 2,326 | $ 196 | $ 2,130 | $ 137 | $ 2,072 | $ 168 | |

See Reconciliation of Non-GAAP Financial Measures, Items which we exclude from GAAP measures to arrive at core performance measures on page 83 for the descriptions of the footnoted reconciling items.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Environmental Technologies Segment Years Ended December 31, 2014, 2013, 2012 and 2011

(Unaudited; amounts in millions)

| | Year ended December 31,
2014 — Net sales | Net income | Year ended December
31, 2013 — Net sales | Net income | Net sales | Net income | Year ended December 31,
2011 — Net sales | Net income |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As reported | $ 1,092 | $ 182 | $ 919 | $ 132 | $ 964 | $ 112 | $ 998 | $ 119 |
| Restructuring, impairment and other
charges (7) | | | | 1 | | 2 | | |
| Pension mark-to-market adjustment (11) | | 5 | | (3 | ) | 5 | | 2 |
| Core performance
measures | $ 1,092 | $ 187 | $ 919 | $ 130 | $ 964 | $ 119 | $ 998 | $ 121 |

See Reconciliation of Non-GAAP Financial Measures, Items which we exclude from GAAP measures to arrive at core performance measures on page 83 for the descriptions of the footnoted reconciling items.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Specialty Materials Segment Years Ended December 31, 2014, 2013, 2012 and 2011

(Unaudited; amounts in millions)

| | Year ended December
31, 2014 — Net sales | Net income | Net sales | Net income | Net sales | Net income | Year ended December
31, 2011 — Net sales | Net income | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As reported | $ 1,205 | $ 144 | $ 1,170 | $ 187 | $ 1,346 | $ 137 | $ 1,074 | $ (36 | ) |
| Constant-yen (1) | | (7 | ) | (2 | ) | 25 | | 26 | |
| Purchased collars and
average forward contracts (2) | | 14 | | | | | | | |
| Acquisition-related costs (4) | | (1 | ) | 1 | | | | | |
| Restructuring, impairment
and other charges (7) | | 12 | | 12 | | 33 | | 83 | |
| Pension
mark-to-market adjustment (11) | | | | (2 | ) | 6 | | 1 | |
| Core performance
measures | $ 1,205 | $ 162 | $ 1,170 | $ 196 | $ 1,346 | $ 201 | $ 1,074 | $ 74 | |

See Reconciliation of Non-GAAP Financial Measures, Items which we exclude from GAAP measures to arrive at core performance measures on page 83 for the descriptions of the footnoted reconciling items.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE Life Sciences Segment Years Ended December 31, 2014, 2013, 2012 and 2011

(Unaudited; amounts in millions)

| | Year ended December 31,
2014 — Net sales | Net income | Year ended December
31, 2013 — Net sales | Net income | Net sales | Net income | Year ended December 31,
2011 — Net sales | Net income |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| As reported | $ 862 | $ 71 | $ 851 | $ 71 | $ 657 | $ 28 | $ 595 | $ 60 |
| Acquisition-related costs (4) | | 14 | | 21 | | 15 | | |
| Restructuring, impairment
and other charges (7) | | 2 | | 3 | | 1 | | |
| Pension
mark-to-market adjustment (11) | | | | (3 | ) | 4 | | 1 |
| Core performance
measures | $ 862 | $ 87 | $ 851 | $ 92 | $ 657 | $ 48 | $ 595 | $ 61 |

See Reconciliation of Non-GAAP Financial Measures, Items which we exclude from GAAP measures to arrive at core performance measures on page 83 for the descriptions of the footnoted reconciling items.

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CORNING INCORPORATED AND SUBSIDIARY COMPANIES: Use of Non-GAAP Financial Measures

In managing the Company and assessing our financial performance, we supplement certain measures provided by our consolidated financial statements with measures adjusted to exclude certain items, to arrive at core performance measures. We believe reporting core performance measures provides investors greater transparency to the information used by our management team to make financial and operational decisions. Net sales, equity in earnings of affiliated companies, and net income are adjusted to exclude the impacts of changes in the Japanese yen and Korean won, the impact of the purchased and zero cost collars, average forward contracts and other yen-related transactions, acquisition-related costs, the 2013 results of the polysilicon business of our equity affiliate Dow Corning Corporation, discrete tax items, restructuring and restructuring-related charges, certain litigation and regulatory expenses, pension mark-to-market adjustments, and other items which do not reflect on-going operating results of the Company or our equity affiliates. These measures are not prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). We believe investors should consider these non-GAAP measures in evaluating our results as they are more indicative of our core operating performance and how management evaluates our operational results and trends. These measures are not, and should not be viewed as a substitute for U.S. GAAP reporting measures.

The following is an explanation of each adjustment that management excluded as part of these non-GAAP financial measures as well as reasons for excluding each item:

ITEMS WHICH WE EXCLUDE FROM GAAP MEASURES TO ARRIVE AT CORE PERFORMANCE MEASURES

Items which we exclude from GAAP measures to arrive at core performance measures are as follows:

| (1) | Constant-currency
adjustments: |
| --- | --- |
| | Constant-yen: Because a significant portion of Cornings LCD glass
business revenues and manufacturing costs are denominated in Japanese yen,
management believes it is important to understand the impact on core
earnings of translating yen into dollars. Presenting results on a
constant-yen basis mitigates the translation impact of the Japanese yen,
and allows management to evaluate performance period over period, analyze
underlying trends in our businesses, and establish operational goals and
forecasts. As of December 31, 2014, we used an internally derived
management rate of ¥93, which is aligned to our yen portfolio of purchased
collars and average rate forwards, and have recast all periods presented
based on this rate in order to effectively remove the impact of changes in
the Japanese yen. |
| | Constant-won: Following the Acquisition of Samsung Corning
Precision Materials and because a significant portion of Samsung Corning
Precision Materials (now Corning Precision Materials) costs are
denominated in Korean won, management believes it is important to
understand the impact on core earnings from translating won into dollars.
Presenting results on a constant-won basis mitigates the translation
impact of the Korean won, and allows management to evaluate performance
period over period, analyze underlying trends in our businesses, and
establish operational goals and forecasts without the variability caused
by the fluctuations caused by changes in the rate of this currency. We use
an internally derived management rate of 1,100, which is consistent with
historical prior period averages of the won. We have not recast prior
periods presented as the impact is not material to Corning in those
periods. |
| (2) | Purchased and zero cost collars, average forward contracts and
other yen-related transactions: We have excluded the impact of our yen-denominated purchased collars, average forward contracts, and other
yen-related transactions for each period presented. Additionally, we are
also excluding the impact of our portfolio of Korean won-denominated zero
cost collars which we entered into in the second quarter of 2014. By
aligning an internally derived rate with our portfolio of purchased
collars and average forward contracts, and excluding other yen-related
transactions and the constant-currency adjustments, we have materially
mitigated the impact of changes in the Japanese yen and Korean
won. |
| (3) | Results of Dow Cornings consolidated subsidiary, Hemlock
Semiconductor: In 2013, we excluded the results of Dow Cornings
consolidated subsidiary, Hemlock Semiconductor (Hemlock), a producer of
polycrystalline silicon, to remove the operating and non-operating items
and events which have caused severe unpredictability and instability in
earnings beginning in 2012. These events were primarily driven by the
macro-economic environment. Specifically, the negative impact of the
determination by the Chinese Ministry of Commerce, which imposed
provisional anti-dumping duties on solar-grade polysilicon imports from
the United States, and the impact of asset write-offs, offset by the
benefit of large payments required under Hemlocks customers
take-or-pay contracts, are events that are unrelated to Dow Cornings
core operations, and that have, or could have, significant impacts to this
business. Beginning in 2014, due to the stabilization of the
polycrystalline silicon industry, we will no longer exclude the operating
results of Hemlock from core performance measures. |
| (4) | Acquisition-related costs: These expenses include intangible
amortization, inventory valuation adjustments and external
acquisition-related deal costs. |
| (5) | Discrete tax items and other tax-related adjustments: This
represents the removal of discrete adjustments attributable to changes in
tax law and changes in judgment about the realizability of certain
deferred tax assets, as well as other non-operational tax-related
adjustments, including the tax effect of a transfer pricing out of period
adjustment in 2014. This item also includes the income tax effects of
adjusting from GAAP earnings to core earnings. |
| (6) | Litigation, regulatory and other legal matters: Includes amounts
related to the Pittsburgh Corning Corporation asbestos litigation,
adjustments to our estimated liability for environmental-related items and
the settlement of litigation related to a small acquisition. |
| (7) | Restructuring, impairment and other charges: This amount includes
restructuring, impairment and other charges, as well as other expenses and
disposal costs not classified as restructuring expense. |
| (8) | Liquidation of subsidiary: The partial impact of non-restructuring
related items due to the decision to liquidate a consolidated subsidiary
that is not significant. |
| (9) | Equity in earnings of affiliated companies: These adjustments
relate to items which do not reflect expected on-going operating results
of our affiliated companies, such as restructuring, impairment and other
charges and settlements under take-or-pay contracts. |
| (10) | Impacts from the Acquisition of Samsung Corning Precision
Materials: Pre-acquisition gains and losses on previously held equity
investment and other gains and losses related to the Acquisition,
including post-combination expenses, fair value adjustments to the
indemnity asset related to contingent consideration and the impact of the
withholding tax on a dividend from Samsung Corning Precision
Materials. |

CORNING INCORPORATED - 2015 Proxy Statement 83

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| (11) | Pension mark-to-market
adjustment: Mark-to-market pension gains and losses, which arise from
changes in actuarial assumptions and the difference between actual and
expected returns on plan assets and discount rates. Management believes
that pension actuarial gains and losses are primarily financing activities
that are more reflective of changes in current conditions in global
financial markets, and are not directly related to the underlying
performance of our businesses. |
| --- | --- |
| (12) | Gain on change in control of equity investment: Gain as a result of
certain changes to the shareholder agreement of an equity company,
resulting in Corning having a controlling interest that requires
consolidation of this investment. |
| (13) | Loss on repurchase of debt: In 2012, Corning recorded a loss on the
repurchase of $13 million of our 8.875% senior unsecured notes due 2021,
$11 million of our 8.875% senior unsecured notes due 2016, and $51 million
of our 6.75% senior unsecured notes due 2013. |
| (14) | Accumulated other comprehensive income: In 2012, Corning recorded a
translation capital gain on the liquidation of a foreign
subsidiary. |
| (15) | Contingent liability adjustment: In 2011, Corning recognized a
credit resulting from a reduction to a contingent liability associated
with an acquisition recorded in the first quarter of
2011. |

84 CORNING INCORPORATED - 2015 Proxy Statement

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Quality Integrity Performance Leadership Innovation Independence The Individual

| Values |
| --- |
| Throughout our
history, Corning's strong, visionary leadership has been guided by an
enduring set of Values that define our relationships with employees,
customers, and the communities in which we operate around the
world. |

IMPORTANT ANNUAL MEETING INFORMATION

| Electronic Voting Instructions You can
vote by Internet or telephone! Available 24 hours a day, 7 days a
week! Instead of
mailing your proxy, you may choose one of the two voting methods outlined
below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN
THE TITLE BAR. Proxies
submitted by the Internet or telephone must be received by 8:00 a.m.,
Eastern Time, on April 30, 2015. |
| --- |
| Vote by
Internet ● Go to www.investorvote.com/glw ● Or scan the QR code with your
smartphone ● Follow the steps outlined on the secure
website |
| Vote by
telephone ● Call toll free 1-800-652-VOTE (8683) within the
USA, US territories & Canada on a touch tone telephone. There is NO
CHARGE to you for the call. ● Follow the instructions provided by the recorded
message |

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

| Annual Meeting Proxy Card |
| --- |
| ▼ IF YOU HAVE NOT VOTED VIA
THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND
RETURN THE BOTTOM PORTION IN THE ENCLOSED
ENVELOPE. ▼ |

| Election of Directors
The Board of Directors recommends a vote FOR the listed
nominees. — Nominees: | For | Against | Abstain | | For | Against | Abstain | | For | Against | Abstain |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 01 - Donald W. Blair | ☐ | ☐ | ☐ | 02 -
Stephanie A. Burns | ☐ | ☐ | ☐ | 03 - John A. Canning, Jr. | ☐ | ☐ | ☐ |
| 04 - Richard T. Clark | ☐ | ☐ | ☐ | 05 - Robert F. Cummings, Jr. | ☐ | ☐ | ☐ | 06 - James B. Flaws | ☐ | ☐ | ☐ |
| 07 - Deborah
A. Henretta | ☐ | ☐ | ☐ | 08 - Daniel
P. Huttenlocher | ☐ | ☐ | ☐ | 09 - Kurt M. Landgraf | ☐ | ☐ | ☐ |
| 10 -
Kevin J. Martin | ☐ | ☐ | ☐ | 11 - Deborah
D. Rieman | ☐ | ☐ | ☐ | 12 - Hansel E. Tookes
II | ☐ | ☐ | ☐ |
| 13 -
Wendell P. Weeks | ☐ | ☐ | ☐ | 14 - Mark S.
Wrighton | ☐ | ☐ | ☐ | | | | |

| B | Managements Proposals The
Board of Directors recommends a vote FOR Proposals 2 and
3. | For | Against | Abstain |
| --- | --- | --- | --- | --- |
| 2. | Ratify the appointment of PricewaterhouseCoopers LLP as
Cornings independent registered public accounting firm for the fiscal
year ending December 31, 2015. | ☐ | ☐ | ☐ |
| 3. | Advisory vote
to approve the Companys executive compensation. | ☐ | ☐ | ☐ |

| C | Shareholder Proposal
The Board of Directors recommends a vote AGAINST Proposal
4. | For | Against | Abstain |
| --- | --- | --- | --- | --- |
| 4. | Holy Land Principles shareholder proposal | ☐ | ☐ | ☐ |

D
NOTE: Please sign your name(s)
EXACTLY as your name(s) appear(s) on this proxy. All joint holders must
sign. When signing as attorney, trustee, executor, administrator, guardian
or corporate officer, please provide your FULL title.
Date (mm/dd/yyyy) Please print
date below.	Signature 1 Please keep signature
within the box.	Signature 2 Please keep signature
within the box.
/
/

▼ IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

Proxy Corning Incorporated +

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 2015 MEETING OF SHAREHOLDERS

APRIL 30, 2015

The undersigned hereby appoints James B. Flaws and Wendell P. Weeks and each of them, proxies with full power of substitution, to vote as designated on the reverse side, on behalf of the undersigned all shares of Stock which the undersigned may be entitled to vote at the Meeting of Shareholders of Corning Incorporated on April 30, 2015, and any adjournments thereof, with all powers that the undersigned would possess if personally present. In their discretion, the proxies are hereby authorized to vote upon such other business as may properly come before the meeting and any adjournments or postponements thereof.

If you are a current or former employee of Corning Incorporated and own shares of Corning common stock through a Corning Incorporated benefit plan, your share ownership as of March 2, 2015 is shown on this proxy card. Your vote will provide voting instructions to the trustees of the plans. If no instructions are given, the trustees will vote your shares as described in the proxy statement.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE. IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL LISTED NOMINEES AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS ON THE OTHER MATTERS REFERRED TO ON THE REVERSE SIDE HEREOF.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting April 30, 2015. The proxy statement and annual report to security holders are available at www.corning.com/2015_proxy.

Discontinue Duplicates Reports		Meeting Attendance
Mark the box
to the right if you wish to discontinue receiving duplicate Annual
Reports.	☐	Mark the box to the right if you
plan to attend the Annual Meeting.	☐

IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - E ON BOTH SIDES OF THIS CARD. +

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