UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No. )

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CORNING INCORPORATED

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Dear Fellow Shareholder,

I hope you will join Corning Incorporated’s Board of Directors, senior leadership, employees, alumni, and other stakeholders at our 2013 Annual Meeting in Corning, New York, on April 25.

No question, 2012 was a difficult year as LCD price declines placed pressure on Corning’s net income, and the weak global economy negatively impacted most of our businesses. But Corning is navigating the current business environment the same way it has survived numerous challenges during its 161-year history: through disciplined financial management, an unwavering commitment to innovation, and values-based leadership. And through it all, we have done our best to communicate with shareholders quickly and candidly. We believe we have executed well in an extremely difficult environment and hope you agree.

The Annual Meeting is your opportunity to hear first-hand about Corning’s priorities, challenges, and opportunities, along with my personal perspective on the company’s performance. More importantly, it is your opportunity to have a say. I encourage you to sign and return your proxy card or vote by telephone or Internet prior to the meeting to ensure that your voice is heard. You can find voting instructions on page 5.

We strive for continuous improvement and take the opinions of our shareholders very seriously. For example, last year’s 95 percent approval on the advisory vote on executive compensation (“Say-on-Pay”) indicated your strong support for our strategy of linking pay to performance. We have also instituted changes based on shareholder votes. In 2009, you voted to declassify the Board of Directors, and we responded to that guidance by moving to annual elections. This year marks the first year where all directors are up for re-election at the same time. As you review the qualifications of our board members beginning on page 11, you will see that your company remains in extremely capable hands.

We are honored to welcome Richard Clark as Corning’s new lead director, following a vote by our independent board members. And we are grateful for the wisdom, experience, and friendship of retiring directors Gordon Gund and Onno Ruding. Mr. Gund served with distinction for more than 22 years and held the position of lead director for the past year. Dr. Ruding provided exemplary service for 17 years, including long-standing participation on Corning’s Finance and Audit Committees. They have both left an indelible mark on Corning and helped lay the foundation for the company’s future success.

As we look ahead, we are excited by Corning’s tremendous set of growth opportunities. We know the company will continue to face uncertainty, but we are confident in our ability to manage the challenges ahead. We remain committed to our mission of another 160 years of innovation and independence, and are grateful to have you on this journey with us.

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 INCORPORATED2013 Proxy Statement   3



Notice of 2013 Annual Meeting of Shareholders

Thursday, April 25, 2013

11:00 a.m., Eastern Time

The Corning Museum of Glass, Corning, New York 14830

Items of Business

1.

Election to our Board of Directors of the 12 director nominees who are named in the attached Proxy Statement for one-year terms;

2.

An advisory vote to approve executive compensation (say-on-pay);

3.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our 2013 fiscal year;

4.

Transaction of such other business as may properly come before our 2013 Annual Meeting of Shareholders (Annual Meeting).

Record Date

The record date for the determination of the shareholders entitled to vote at our Annual Meeting, or any adjournments or postponements thereof, was the close of business on February 25, 2013.

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 25, 2013. Our Proxy Statement, 2012 Annual Report to Shareholders and other materials are available on our website at www.corning.com/2013_proxy.

 

By order of the Board of Directors,

 

 

Linda E. Jolly

 

Corporate Secretary

 

March 11, 2013

CORNING INCORPORATED2013 Proxy Statement   4


Back to Contents

Welcome to the Corning Incorporated 2013 Annual Shareholder Meeting

Proposals Which Require Your Vote

 

 

More

Information

Board recommendation

Proposal 1

Election of directors

Page 11 

FOR all nominees

Proposal 2

Advisory vote to approve the Company’s executive compensation

Page 22

FOR

Proposal 3

Ratification of independent registered public accounting firm for 2013

Page 48

FOR

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 your proxy card and send by mail

Visit 24/7 www.investorvote.com/glw

Visit Our Annual Meeting Website

Review and download interactive versions of this Proxy Statement and our Annual Report.

Sign up for electronic delivery of future Annual Meeting materials to reduce Corning’s impact on the environment.

WWW.CORNING.COM/2013_PROXY

CORNING INCORPORATED2013 Proxy Statement   5



Table of Contents

Proxy Summary

8

Corporate Governance

11

Proposal 1

Election of Directors

11

Board of Directors’ Qualifications and Experience

11

Our Director Nominees

12

Structure and Role of the Board

17

Corporate Governance Guidelines

17

Board Leadership Structure

17

Executive Sessions of Independent Directors

17

Board Risk Oversight

18

Communications with Directors

18

Director Independence

19

Commitment of our Board – Attendance at 2012 Meetings

19

Our Board Committees

20

Board Committees

20

Audit

20

Audit Committee Financial Experts

20

Compensation

20

Corporate Relations

21

Executive

21

Finance

21

Nominating and Corporate Governance

21

Compensation Matters

22

Proposal 2

An Advisory Vote to Approve Executive Compensation (Say-on-Pay)

22

Most Recent Say-on-Pay Vote Result

22

Share Price Performance and Pay Alignment

22

Compensation Program

22

Compensation Discussion and Analysis

23

Corning and our Equity Investments

23

What’s New in 2012

23

2012 Corporate Performance Highlights

24

Pay for Performance

25

Executive Compensation Program–Elements of Compensation

26

Role of Compensation Consultants

30

Additional Information

32

Compensation Committee Report

33

Summary Compensation Table

34

Grants of Plan-Based Awards

36

Outstanding Equity Awards at Fiscal Year-End

37

Option Exercises and Stock Vested

39

Retirement Plans

39

Pension Benefits

40

Nonqualified Deferred Compensation

41

Arrangements with Named Executive Officers

42

Director Compensation

45




Audit Matters

47

Report of our Audit Committee

47

Proposal 3

Ratification of Appointment of Independent Registered Public Accounting Firm

48

Certain Beneficial Relationships and Related Transactions

49

Related Party Transactions Policy

49

Other Matters

49

Beneficial Ownership

50

Directors and Executive Officers

50

Section 16(a) Beneficial Ownership Reporting Compliance

51

Certain Shareholders

51

Frequently Asked Questions About The Meeting And&Nbsp;Voting

51

Code of Ethics

56

Incorporation by Reference

56

Additional Information

56

Appendix A

57

Reconciliation of Non-GAAP financial Measures to GAAP Financial Measures

57

CORNING INCORPORATED2013 Proxy Statement   7


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Proxy Summary

To assist you in reviewing the Company’s proxy statement in advance of the 2013 Annual Meeting of Shareholders, we would like to call your attention to its key elements. The following description is only a summary. For additional information about these topics, please review the complete proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission (“SEC”) on February 13, 2013. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Corning is providing these proxy materials in connection with our 2013 Annual Meeting of Shareholders. This proxy statement, the accompanying proxy card and Corning’s 2012 Annual Report were first mailed to shareholders on or about March 11, 2013. 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.

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

Voting matters

Board Vote

Recommendation

Page Reference

(for more detail)

Election of directors

FOR all of the director nominees

11

Advisory vote to approve the Company’s executive compensation

FOR

22

Ratification of independent registered public accounting firm

FOR

48

Proposal 1 Election of Directors

The following 12 directors are being nominated for election to a one-year term:

Name

 

Age

Director

Since

Chief Occupation

Committee Memberships

Other Company Boards

John Seely Brown

Independent Director

72

1996

Chief Scientist, Xerox Corporation (retired)

 

Compensation

Nominating and Corporate Governance

 

Amazon.com

Stephanie A. Burns

58

2012

Chairman and Chief Executive Officer, Dow Corning Corporation (retired)

 

Chair, Corporate Relations

Finance

 

GlaxoSmithKline plc

John A. Canning, Jr.

Independent Director

68

2010

Co-founder and Chairman Madison Dearborn Partners, LLC

 

Executive

Finance

Nominating and Corporate Governance

 

Exelon Corporation

TransUnion Corp.

Richard T. Clark

Independent Director

67

2011

Chairman, President and Chief Executive Officer, Merck & Co., Inc. (retired)

 

Compensation

Executive

Nominating and Corporate Governance

 

Automatic Data Processing, Inc.

Robert F. Cummings, Jr.

Independent Director

63

2006

Vice Chairman of Investment Banking, JPMorgan Chase & Co.

 

Corporate Relations

Executive

Chair, Finance

 

Viasystems Group, Inc.

CORNING INCORPORATED2013 Proxy Statement   8


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Name

 

Age

Director

Since

Chief Occupation

Committee Memberships

Other Company Boards

James B. Flaws

64

2000

Vice Chairman and Chief Financial Officer, Corning Incorporated

 

Executive

Finance

 

Dow Corning Corporation

Kurt M. Landgraf

Independent Director

66

2007

President and Chief Executive Officer, Educational Testing Service

 

Chair, Audit

Compensation

Executive

 

Louisiana-Pacific Corporation

Kevin J. Martin

Independent Director

46

2013

Partner,

Patton Boggs LLP

 

Audit

Finance

 

None

Deborah D. Rieman

Independent Director

63

1999

Executive Chairman, MetaMarkets Group

 

Audit

Chair, Compensation

 

None

Hansel E. Tookes II

Independent Director

65

2001

Chairman and Chief Executive Officer, Raytheon Aircraft Company (retired)

 

Compensation

Executive

Chair, Nominating and Corporate Governance

 

Ryder Systems Inc.

NextEra Energy, Inc.

Harris Corporation

Wendell P. Weeks

53

2000

Chairman, Chief Executive Officer and President, Corning Incorporated

 

Chair, Executive

 

Merck & Co., Inc.

Mark S. Wrighton

Independent Director

63

2009

Chancellor and Professor of Chemistry, Washington University in St. Louis

 

Audit

Finance

 

Cabot Corporation

Brooks Automation, Inc.

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

Proposal 2 Advisory Vote to Approve Executive Compensation

In 2011, our shareholders supported an annual advisory vote on executive compensation which we have implemented. Accordingly our Board of Directors is requesting that shareholders approve the compensation of our Named Executive Officers (“NEOs”), as disclosed, pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, in the Executive Compensation section of this proxy statement. This includes the Compensation Discussion and Analysis, the Summary Compensation Table and the supporting tabular and narrative disclosure on executive compensation.

CORNING INCORPORATED2013 Proxy Statement   9


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Most Recent Say-on-Pay Vote Result

Last year, Corning received approximately 95% shareholder support from the non-binding Say-on-Pay advisory vote. We view this as an affirmation of our current pay practices. As a result, few changes were made to our executive compensation program in 2012, although improvements were implemented.

In addition, the Company annually visits with our largest investors to understand their expectations and discuss various matters related to Corning. During 2012, we met with over 70% of our top institutional holders on multiple occasions, none of whom raised executive compensation-related concerns.

Compensation Program

Our management team strives to balance near-term results while building shareholder value through our thoughtful investments in innovation and process engineering. To fulfill this mission, Corning’s “pay for performance” philosophy forms the foundation for our decisions regarding executive compensation made by the Committee. In addition, our compensation decisions are designed to facilitate strong corporate governance. Our focus on pay-for-performance and corporate governance ensures alignment with the interests of stockholders as highlighted below:

ALIGNMENT WITH STOCKHOLDERS

Pay for Performance

Corporate Governance

We target CEO compensation at peer group median and only deliver compensation above this level when warranted by performance.

We devote significant time to leadership development efforts.

Over 80% of total compensation for NEOs is performance-based.

We maintain a market-aligned severance program with reasonable post-employment provisions. Agreements entered into after July 2004 have benefits that are limited to 2.99 base salary and target bonus.

We use a rigorous goal setting process which includes both business-driven bottom up and corporate top down budget generation coupled with multiple levels of review.

We utilize an independent compensation consultant.

100% of NEO annual incentive compensation is tied solely to Corning’s consolidated financial performance.

We do not have compensation programs that encourage imprudent risk-taking.

We do maintain clawback, anti-hedging and anti-pledging policies.

Over 65% of total compensation for NEOs is based on long-term incentives.

We disclose our performance goals.

50% of long-term incentive compensation (CPUs) is performance-contingent and only delivers value if corporate financial results are met that contribute to long-term corporate financial health and success.

We conduct a shareholder outreach program.

25% of long-term incentive compensation (stock options) only delivers value if stock price appreciation is achieved.

Annual dilution associated with grants of stock options and restricted stock totaled less than 0.70% in 2012.

The value of the remaining 25% of long-term incentive compensation (RSUs) fluctuates with stock price.

We maintain robust share ownership guidelines for our NEOs and directors.

We only provide modest perquisites which we believe have a sound benefit to the Company’s business.

No tax gross-ups or tax assistance on perquisites and no repricing underwater stock options without shareholder approval.

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

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 Committee has made under those programs and the factors considered in making those decisions, including 2012 Company performance, focusing on the compensation of our NEOs. We believe that we have created a compensation program deserving of stockholder support. Accordingly, we are asking for stockholder approval of the compensation of our NEOs as disclosed in this proxy statement. See “Executive Compensation” and “Proposal 2 – Advisory Vote to Approve Executive Compensation” for more information.

Proposal 3 Ratification of Independent Registered Public Accounting Firm

As a matter of good corporate governance, we are asking our shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent public accounting firm for 2013.

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, 2013.

CORNING INCORPORATED2013 Proxy Statement   10


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Corporate Governance

Proposal 1  Election of Directors

Our Board currently consists of 14 directors, 11 of whom are independent, two are management directors, and Dr. Burns who, as a recent former executive officer of Dow Corning Corporation, is not independent.

At our 2013 Annual Meeting, all continuing directors will stand for election for terms expiring at the next Annual Meeting of Shareholders. Each of Messrs. Brown, Canning, Clark, Flaws and Landgraf and Drs. Burns, Rieman and Wrighton were elected by Corning’s shareholders at the 2012 Annual Meeting. Each of Messrs. Cummings, Tookes and Weeks were elected by Corning’s shareholders on April 29, 2010 and their terms expire at the 2013 Annual Meeting. Mr. Martin was appointed by Corning’s Board of Directors on February 5, 2013. Pursuant to the policies set forth in our Corporate Governance Guidelines, Mr. Gund and Dr. Ruding, will attain the Board’s mandatory retirement age this year and will not stand for re-election. Our Board expresses sincere gratitude to Mr. Gund and Dr. Ruding for their extraordinary service for more than 22 years and 17 years, respectively.

Board of Directors’ Qualifications and Experience

The minimum qualifications and attributes that the Nominating and Corporate Governance Committee believes must be possessed by a director nominee may include:

Character and the ability to apply good business judgment;

Ability to exercise his/her duties of loyalty and care;

Proven leadership skills;

Diversity of experience;

High integrity and ethics;

Ability to understand complex principles of business and finance;

Scientific expertise; and

Familiarity with national and international issues affecting businesses.

Our Board is comprised of accomplished professionals who possess diverse areas of expertise including, national and international business, operations, manufacturing, finance and investing, energy, management, entrepreneurship, government, higher education and science, research and technology. While Corning does not have a formal diversity policy with respect to director nominations, we believe that the diversity of skills, knowledge, opinions and fields of expertise represented on our Board is one of its core strengths. When identifying and selecting director nominees, the Nominating and Corporate Governance Committee considers the impact a nominee would have in terms of increasing the diversity of the Board with respect to professional experience, background, viewpoints, skills and areas of expertise. We believe that the resulting diversity 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 diversity of our directors’ skills enables each director an opportunity to provide specific leadership in his or her respective areas of expertise. In the context of the Board’s needs, the appropriate mix of director competencies and experiences evolves for Corning over time. In an effort to increase diversity, the Nominating and Corporate Governance Committee in working with the Board also considers diversity of race, gender and national origin of potential director candidates. We believe our directors’ wide range of professional experiences and backgrounds, education and skills has proven to be of significant value to the Company and we intend to continue leveraging this strength.

All of the director nominees are elected members of the Board of Directors, except for Mr. Martin who was identified by the Nominating and Corporate Governance Committee, and appointed by the Board of Directors in February 2013. The Nominating and Corporate Governance Committee retains the assistance of a third-party recruiting firm to assist in identifying and evaluating potential director nominees, as it deems appropriate.

Each of the nominees has consented to being named in this proxy statement and to serve as a director if elected. If a nominee is not able to serve, proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. We have included below certain information about the nominees for election as directors and the directors who will continue in office after the Annual Meeting. The Board of Directors has concluded that the skills, qualifications and experience of each of the director nominees and continuing directors supports such nominee or director’s continued membership on the Company’s Board of Directors.

CORNING INCORPORATED2013 Proxy Statement   11


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Our Director Nominees

In light of the individual qualifications and experiences of each of our director nominees and his or her contribution to our Board, the Board has concluded that each of our director nominees should be re-elected to our Board.

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

Name

Age

Independent

Director

since

Primary Occupation

Other Current Public

Company Boards

Committee Memberships

John Seely Brown

72

Yes

1996

Chief Scientist, Xerox Corporation (retired)

1

Compensation

Nominating and Corporate Governance

Stephanie A. Burns

58

No

2012

Chairman and Chief Executive Officer, Dow Corning Corporation (retired)

1

Chair, Corporate Relations

Finance

John A. Canning, Jr.

68

Yes

2010

Co-founder and Chairman Madison Dearborn Partners, LLC

1

Executive

Finance

Nominating and Corporate Governance

Richard T. Clark

67

Yes

2011

Chairman, President and Chief Executive Officer, Merck & Co., Inc. (retired)

1

Compensation

Executive

Nominating and

Corporate Governance

Robert F. Cummings, Jr.

63

Yes

2006

Vice Chairman of Investment Banking, JPMorgan Chase & Co.

1

Corporate Relations Executive

Chair, Finance

James B. Flaws

64

No

2000

Our Vice Chairman and Chief Financial Officer

0

Executive

Finance

Kurt M. Landgraf

66

Yes

2007

President and Chief Executive Officer, Educational Testing Service

1

Chair, Audit

Compensation

Executive

Kevin J. Martin

46

Yes

2013

Partner,

Patton Boggs LLP

0

Audit

Finance

Deborah D. Rieman

63

Yes

1999

Executive Chairman,

MetaMarkets Group

0

Audit

Chair, Compensation

Hansel E. Tookes II

65

Yes

2001

Chairman and Chief Executive Officer, Raytheon Aircraft Company (retired)

3

Compensation

Executive

Chair, Nominating and Corporate Governance

Wendell P. Weeks

53

No

2000

Our Chairman, Chief Executive Officer and President

1

Chair, Executive

Mark S. Wrighton

63

Yes

2009

Chancellor and Professor of Chemistry, Washington University in St. Louis

2

Audit

Finance

If elected by our shareholders, the 12 director nominees will serve for a one-year term expiring at our 2014 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

All of our director nominees are currently members of our Board. Each has been recommended for election by our Corporate Governance and Nominating Committee and approved and nominated for election by our Board. Our Board, upon the recommendation of our Corporate Governance and Nominating Committee, appointed Mr. Martin (in February 2013) as a director to hold office for a term expiring at our Annual Meeting.

All of our directors are elected by majority vote. An incumbent director who fails to receive a majority of FOR votes will be required to tender his or her resignation to our Board. Our Corporate Governance and Nominating Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation regarding the resignation to our Board.

For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see —“Frequently Asked Questions About the Meeting and Voting.”

CORNING INCORPORATED2013 Proxy Statement   12


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Below is biographical information about our director nominees. This information is current as of February 7, 2013 and has been confirmed by each of our director nominees for inclusion in our proxy statement.

John Seely Brown

Age: 72

Director Since: 1996

Retired Chief Scientist

Xerox Corporation

Skills and Qualifications:

Significant experience in research and development, technology and innovation

Specialized knowledge includes organizational learning, complex adaptive systems, microelectrical mechanical systems (MEMS) and nanotechnology

Expertise in business strategies in Asia and cloud computing

Advisor on international corporate strategies in the digital age

Committees:

Compensation

Nominating and Corporate Governance

Current Directorships:

Amazon.com

Former Directorships Held During the Past 5 Years:

Polycom, Inc.

Varian Medical Systems, Inc.

Dr. Brown served Xerox Corporation in various scientific research positions from 1978, until his retirement in 2002. In 1986, he was elected vice president in charge of advanced research and was director of the Palo Alto Research Center from 1990 to 2000. Dr. Brown was named chief scientist of Xerox in 1992, retiring in 2002. He is a visiting scholar and advisor to the Provost at the University of Southern California. He is also the independent co-chairman of Deloitte’s Center for the Edge.

Formerly the chief scientist of a large scale technology-based company (Xerox), Dr. Brown brings significant experience in the areas of research and development, technology and innovation to our Board. His additional areas of specialized knowledge include organizational learning, complex adaptive systems, micro electrical mechanical system (MEMS) and nanotechnology. Dr. Brown also has significant expertise in business strategies in Asia and cloud computing. His current work includes advising on international corporate strategies in the digital age.

Stephanie A. Burns

Age: 58

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:

Corporate Relations

Finance

Current Directorships:

GlaxoSmithKline plc

Former Directorships Held During the Past 5 Years:

Dow Corning Corporation

Dr. Burns has nearly 30 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 company’s first director of women’s 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 chairman 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 President’s Export Council. Dr. Burns is a former chairman of the American Chemistry Council.

John A. Canning, Jr.

Age: 68

Director Since: 2010

Co-founder and 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 Directorships:

Exelon Corporation

Former Directorships Held During the Past 5 Years:

TransUnion Corp.

Jefferson Smurfit Group plc

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 32 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 business experience and service on the boards of other companies and organizations enable him to contribute to Corning’s board. Mr. Canning’s experience in banking and managing investments make him a valued member of our finance committee.

CORNING INCORPORATED2013 Proxy Statement   13


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Richard T. Clark

Age: 67

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 Directorships:

Automatic Data Processing, Inc.

Former 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, 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 to Corning broad managerial expertise, operational expertise and deep business knowledge, as well as a track record of achievement.

Robert F. Cummings, Jr.

Age: 63

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:

Corporate Relations

Executive

Finance

Current Directorships:

Viasystems Group, Inc.

Former Directorships Held During the Past 5 Years:

GSC Investment Corp.

RR Donnelley & Sons Co.

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. From 2002 to 2009, he served as a senior managing director at GSC Group, Inc., a privately held money management firm. 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 over 27 years of investment banking experience at Goldman Sachs, 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.

James B. Flaws

Age: 64

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

Committees:

Executive

Finance

Current Directorships:

Dow Corning Corporation

Former 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 Corning in 1973, Mr. Flaws has held a wide range of management positions across its 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 30 years, he has very broad experience in many financial, investor relations, and supervisory roles within the company, including leading the spinoff of Corning’s 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 Corning’s recovery from the impact of the telecom industry collapse in 2002.

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Kurt M. Landgraf

Age: 66

Director Since: 2007

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 Directorships:

Louisiana-Pacific Corporation

Former Directorships Held During the Past 5 Years:

IKON Office Solutions Inc.

Mr. Landgraf is president and chief executive officer of Educational Testing Service, a private non-profit educational testing and measurement organization, and joined ETS in that position in 2000. Prior to that, he was executive vice president and chief operating officer of E.I. Du Pont de Nemours and Company, 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 as the chief financial officer and chief operating officer of E.I. DuPont de Nemours & Company. Mr. Landgraf’s other areas of specialized knowledge include technology, transportation, education, pharmaceuticals, health care, energy, materials, and mergers and acquisitions.

Kevin J. Martin

Age: 46

Director Since: 2013

Partner 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:

Audit

Finance

Current Directorships:

None

Former Directorships Held During the Past 5 Years:

None

Mr. Martin a partner and co-chair of Patton Boggs LLP in the Washington law firm’s Technology and Communications practice.

Mr. Martin has nearly two decades experience as a lawyer and policymaker in the telecommunications field, including his tenure as FCC Chairman 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-8’s Digital Opportunity Task Force.

Mr. Martin brings deep experience to the board in the telecommunications, economics, governmental, and legal arenas.

Deborah D. Rieman

Age: 63

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 Directorships:

None

Former Directorships Held During the Past 5 Years:

Keynote Systems

Tumbleweed Communications, Inc.

Kintera Inc.

Dr. Rieman has more than 25 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.

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Hansel E. Tookes II

Age: 65

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 Directorships:

Ryder Systems Inc.

NextEra Energy, Inc.

Harris Corporation

Former Directorships Held During the Past 5 Years:

None

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 Whitney’s 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.

Wendell P. Weeks

Age: 53

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 Corning’s businesses and technologies

Experience as chief executive officer

Committees:

Executive

Current Directorships:

Merck & Co., Inc.

Former Directorships Held During the Past 5 Years:

None

Mr. Weeks joined Corning in 1983 and was named a vice president and deputy general manager of the Telecommunications Products division in 1995; vice president and general manager in 1996; senior vice president in 1997; senior vice president of Opto-Electronics in 1998; executive vice president in 1999; president, Corning Optical Communications in 2001; president and chief operating officer of Corning in 2002; and president and chief executive officer in 2005. Mr. Weeks became chairman and chief executive officer on April 26, 2007, and president on December 31, 2010.

Mr. Weeks brings deep and broad knowledge of the company based on his long career across a wide range of Corning’s staff groups and major businesses. Mr. Weeks has 30 years of Corning experience including financial management, business development, commercial leadership, and general management. His experiences in many of Corning’s businesses and technologies, and more than seven years as chief executive officer, have given him a unique understanding of Corning’s diverse business operations and innovations.

Mark S. Wrighton

Age: 63

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 Directorships:

Cabot Corporation

Brooks Automation, Inc.

Former Directorships Held During the Past 5 Years:

A.G. Edwards, Inc.

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 Board’s 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 Wrighton’s 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.

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Structure and Role of the Board

Corporate Governance Guidelines

Our business, property and affairs are managed by, or are under the direction of, the Board of Directors pursuant to New York Business Corporation Law and our By-Laws. Members of the Board of Directors are kept informed of Corning’s business through discussions with the Chairman, Chief Executive Officer and President, the Vice Chairman and Chief Financial Officer and other key members of management, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

The Board has adopted a set of Corporate Governance Guidelines that address the make-up and functioning of the Board. A copy of these guidelines can be found on our website at www.corning.com/investor_relations/corporate_governance/board_download_library.aspx.

Board Leadership Structure

Our Board, through our Corporate Governance and Nominating Committee, annually assesses its leadership structure to ensure that the most efficient and appropriate structure is in place. As a result, we currently have a structure which combines the roles of Chief Executive Officer and Chairman and we also designate an independent Lead Director. We believe that having Mr. Weeks serve as both Chief Executive Officer and Chairman 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. This unity of leadership eliminates the potential for confusion or duplication of efforts, and provides clear leadership for the Company. We believe that the Company is well-served by this structure at the present time.

Under the current structure, our Corporate Governance Guidelines provide that the Board will designate and utilize a Lead Director. Mr. Gund served as Lead Director from April 2012 to February 2013. Due to Mr. Gund’s impending mandatory retirement, Mr. Clark was elected Lead Director in February 2013. The Lead Director plays an important role in our corporate governance structure. The Lead Director’s responsibilities include: presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; serving as liaison between the Chairman and the independent directors; convening meetings of the directors; consulting with the Chairman on matters relating to corporate governance; facilitating the CEO performance review and management succession; and, when requested by major shareholders, ensuring that he is available for consultation and direct communication. The Chairman consults with the Lead Director in advance of each Board meeting to obtain his comments, suggestions and approval for the meeting schedule and timing, for each agenda, and for the types of information to be sent to the Board.

Our Board of Directors is currently comprised of 11 independent directors under the New York Stock Exchange (“NYSE”) listing requirements, one non-independent director, plus two management directors. Two independent directors – Mr. Gund and Dr. Ruding – will retire at the 2013 Annual Meeting of Shareholders. All of our directors are highly accomplished and experienced in their respective fields, with demonstrated leadership in significant enterprises and familiarity with board processes. For additional information about the backgrounds and qualifications of our directors, see “Our Director Nominees” in this proxy statement.

Our Board has six standing committees—Audit, Compensation, Corporate Relations, Executive, Finance, and Nominating and Corporate Governance. Three of the committees are comprised solely of independent directors. Four of the committees have a separate, independent chair, and the Executive Committee has five independent directors and two management directors as members. The chair of each of these committees is responsible for directing the committee in fulfilling its responsibilities, see “Meetings and Committees of the Board” in this proxy statement.

In February 2013, as part of our annual review of corporate governance and succession planning, the Board (led by the Nominating and Corporate Governance Committee) re-evaluated our Board leadership structure, to assess whether it remains optimal for the Company and its shareholders. The Board determined that the current Board leadership structure is working well, and facilitates effective communication, oversight and governance of the Company, while allowing independent decision making as appropriate. We believe our current leadership structure—under which our Chief Executive Officer serves as Chairman of the Board, four of the six Board committees are chaired by independent directors and our Lead Director assumes specified responsibilities on behalf of the independent directors—remains the optimal board leadership structure for the Company and our shareholders.

Executive Sessions of Independent Directors

Non-management Board members meet without management at each regularly scheduled Board meeting. Independent Board members also meet separately at least once a year. Additional meetings may be called by the Lead Director in his discretion or at the request of the Board. The Lead Director, Mr. Clark, presides over meetings of the non-management directors.

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Board Risk Oversight

Corning has a comprehensive risk management program that engages the Company’s management/leadership and Board. Since 2004, the Company has employed an Enterprise Risk Management program (“ERM”) that was modeled on the COSO II framework. “COSO” is the Committee of Sponsoring Organizations of the Treadway Commission, a voluntary private-sector organization, established in the United States, dedicated to providing guidance to executive management and entities on critical aspects of organizational governance, business ethics, internal control, enterprise risk management, fraud, and financial reporting. Corning’s ERM is a company-wide effort that involves the Board, management and Corning staff in an integrated effort to identify, assess and manage risks that may potentially affect the Company. A “Risk Council,” chaired by our Vice Chairman and Chief Financial Officer, Mr. Flaws, and composed of Corning management and staff, is a core governance element of the ERM.

The Risk Council’s activities include aggregating, prioritizing and assessing risks including financial, operational, business, reputational, governance and managerial risks. The Risk Council assists each of our businesses in identifying its applicable risks, and determines whether such risks are material at the Company level. Each business is responsible for managing its identified risks – as we believe the local business teams are in the best position to identify and manage their risks. We believe this central oversight of and assistance to the business teams is the most effective way to manage the Company’s risks. The Risk Council reports directly to the management committee of the Company and provides reports on the Company’s risk management process and its top risks periodically to both the Audit and Finance Committees.

Additionally, our Compliance Council, chaired by the Senior Vice President and General Counsel, provides the Risk Council with the results of its review of the Company’s compliance with laws and regulations of the countries in which we conduct business. The Compliance Council reports directly to each of the Audit Committee and Corporate Relations Committee.

We also perform a comprehensive risk assessment related to our internal controls. This assessment includes interviews with senior management, and financial leaders as well as evaluation of Risk Council findings, audit results, current business priorities and the economic environment. The assessment results are used to establish our internal audit plan, conduct internal audits and perform any resulting remedial actions. The assessment and internal audit results are a key part of our Sarbanes-Oxley compliance program for internal controls. The Audit Committee reviews the results of the risk assessment annually and the results of our internal audits quarterly.

The Audit Committee annually reviews a comprehensive report on the Company’s ERM processes. In accordance with NYSE requirements, our Audit Committee is responsible for company policies with respect to risk assessment and risk management, and to review contingent liabilities and risks that may be material to Corning, as well as major legislative and regulatory developments that could materially impact Corning’s contingent liabilities and risks. Regularly, the Audit Committee reviews and discusses certain risks facing the Company, including legal issues, employee matters, information technology security and governmental regulation and legislation, among other things. Our Finance Committee, pursuant to its charter, reviews regularly the top risks identified by the ERM process and strategies for managing exposure to specific financial, economic, and hazard risks. Each of the Audit and Finance Committee’s chairman reports to the entire Board of Directors regarding their risk management review and any significant items identified. In addition, each of our Board committees considers the risk exposures within its areas of responsibility. For example, our Corporate Relations Committee reviews potential risk exposures in the environmental, health, safety, employment, and product liability areas.

The full Board provides additional risk oversight in numerous ways, including the following:

Each year, prior to its approval of the annual budget and long-term plan, the Board reviews the potential risks which could negatively impact the proposed budget and plan. This review includes the types of risks, as well as pessimistic and worst case scenarios should the identified risks be realized.

The Board frequently reviews the Company’s Strategic Framework and any risks which might negatively impact it.

Prior to approving any significant investment or divestiture actions by the Company, the Board reviews a detailed proposal identifying the rationale and risks involved in such action.

The Board regularly receives written reports covering environmental, safety and health, and human resources matters.

At least four times each year, the Board attends “Technology with the Board” sessions, which allow the directors to review and discuss current research and development projects and thereby assess risks related to the Company’s technology and intellectual property developments.

The full Board also engages in periodic discussions regarding risks with our Chief Executive Officer, Chief Financial Officer, and other company officers, as it deems appropriate.

We endeavor to keep the Board fully apprised of risks facing the Company and believe that our directors provide effective oversight of the risk management function. We believe the Board’s risk oversight function allows our directors to make well-informed decisions and increases the effectiveness of the Company’s leadership structure.

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, MP HQ E2 10, 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.

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Director Independence

Independent oversight bolsters our success. A director is considered independent under NYSE rules if our Board determines that the director does not have any direct or indirect material relationship with Corning. Our Corporate Governance Guidelines require that the Board make an annual determination regarding the independence of each of our directors. The Board made these determinations on February 6, 2013, based on an annual evaluation performed by and recommendations made by the Nominating and Corporate Governance Committee. The Board of Directors has determined that Messrs. Canning, Clark, Cummings, Gund, Landgraf, Martin, and Tookes and Drs. Brown, Rieman, Ruding and Wrighton are “independent” within the meaning of the rules of the New York Stock Exchange, based on its application of the standards set forth in our Corporate Governance Guidelines. Specifically, the Board determined that these 11 directors were independent because no relationship was identified that would automatically bar them from being characterized as independent, and any relationships identified were not so material as to impair their independence.

In making this determination, the Board considered, among other things, the following relationships, each of which it determined were not material:

Until February 14, 2013, Dr. Brown was a director of Varian Medical Systems, Inc., which in the last three fiscal years has purchased and sold less than $1,912,900 with Corning.

Mr. Canning is on the board of Exelon Corporation, which acquired Constellation Energy by merger on March 12, 2012. Constellation has been an energy supplier to Corning facilities for several years. Corning paid $5,200,000, $7,000,000 and $11,200,000 million to Constellation Energy in 2010, 2011 and 2012.

Mr. Cummings is an employee of JPMorgan Chase & Co. (“JPM”). He is not a JPM section 16 executive officer under the SEC or NYSE rules. JPM and its affiliates provide various investment banking services including underwriting, commercial lending and banking and other financial advisory services, including provision of credit facilities to Corning and its affiliates. Corning’s fees to JPM were approximately, $4,200,000, $2,600,000 and $14,600,000 for each 2010, 2011 and 2012, respectively. Mr. Cummings has no personal involvement in JPM services provided to or fees paid by Corning.

Mr. Martin is a partner of Patton Boggs LLP, a law firm (“Patton Boggs”). Patton Boggs has previously provided professional services to Corning on various matters. Corning paid the firm approximately $255,000, $42,900 and $110,000 in each of 2010, 2011 and 2012. Corning ended its relationship with Patton Boggs in 2012 and has agreed to discontinue its retention of the firm during Mr. Martin’s tenure as director.

Mr. Tookes is a director of BBA Aviation plc (a British public company), the parent company of Signature Flight Support (“SFS”), a company that provides aviation support services to Corning. In the last three fiscal years, SFS has provided services to Corning in an aggregate amount of approximately $100,000.

Dr. Wrighton is a director of Cabot Corporation, a company which sold products to Corning in an aggregate amount of approximately $705,600 in 2010, 2011 and 2012; and Brooks Automation, a company which sold an aggregate of approximately $186,300 in products to Corning in the last three fiscal years. Both Cabot Corporation’s sales to and purchases from Dow Corning Corporation (“DCC”) were below $60,200,000 for each of the last three fiscal years. DCC, which is 50% owned by each of Corning and The Dow Chemical Company, is not controlled by Corning, and has a separate board of directors.

In determining that each of each of Messrs. Brown, Canning, Cummings, Martin, Tookes and Wrighton’s above relationships are not material, the Board considered: the fact that such relationships arise only from their position as an employee or director of the respective companies; that such director has no direct or indirect material interest in any of the transactions between Corning or its affiliate, as the case may be, and the respective company; that none is a Section 16 executive officer of these companies; 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 Standards or Corning’s Director Qualification Standards.

The Board concluded that based on all of the relevant facts and circumstances, none of the above relationships 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 from management of Corning.

Messrs. Flaws and Weeks are not independent because they are each executive officers of Corning.

Dr. Burns was an executive officer of Dow Corning Corporation (which is 50% owned by Corning) until her December 31, 2011 retirement, and so is not an independent director.

Each member of the Board’s Audit, Compensation, and Nominating and Corporate Governance Committees is independent within the meaning of the NYSE Listing Standards, Securities Exchange Act Rule 10A-3 and Corning’s Director Qualification Standards.

Commitment of our Board – Attendance at 2012 Meetings

The Board of Directors held 18 regularly scheduled meetings and two special meetings during 2012. Overall attendance at such meetings was 98.51%. Each director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served in 2012.

Our Corporate Governance Guidelines provide that each director will make every effort to attend the Annual Meeting of Shareholders. All of our current directors, who were members of our Board at the time, attended the 2012 Annual Meeting of Shareholders.

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Our Board Committees

Board Committees

In addition to an Executive Committee, which is specified in the By-Laws and acts by delegation, Corning has five standing Board committees: Audit, Compensation, Corporate Relations, Finance, and the Nominating and Corporate Governance Committees. Each committee’s written charter, as reviewed annually and adopted by the Board of Directors, is available on Corning’s website at www.corning.com/investor_relations/corporate_governance/board_download_library.aspx.

The Committee memberships below are as of February 7, 2013.

Audit

The Audit Committee met 13 times during 2012. The current members of the Audit Committee are Messrs. Landgraf (Chair) and Martin and Drs. Rieman, Ruding and Wrighton. The Audit Committee:

Assists the Board of Directors in its oversight of (i) the integrity of Corning’s financial statements, (ii) the internal auditors’ performance, and (iii) Corning’s compliance with legal and regulatory requirements;

Meets in executive sessions with the independent registered public accounting firm, internal auditors and management;

Approves the appointment of Corning’s independent registered public accounting firm;

Reviews and discusses with the independent registered public accounting firm and the internal auditors the effectiveness of Corning’s internal control over financial reporting, including disclosure controls;

Reviews and discusses with management, the independent registered public accounting firm and the internal auditors, the scope of the annual audit;

Reviews the quarterly and annual financial statements and other reports provided to shareholders with management and the independent registered public accounting firm;

Discusses company policies with respect to risk assessment and risk management, and reviews contingent liabilities and risks that may be material to Corning, as well as major legislative and regulatory developments that could materially impact Corning’s contingent liabilities and risks;

Oversees the independent registered public accounting firm’s qualifications, independence and performance;

Reviews transactions between Corning and related persons that are required to be disclosed in our filings with the SEC; and

Determines the appropriateness of and approves the fees for audit and permissible non-audit services to be provided by the independent registered public accounting firm.

Audit Committee Financial Experts

The Board of Directors has determined that three members of the Audit Committee, Mr. Landgraf and Drs. Ruding and Wrighton, qualify as Audit Committee Financial Experts.

Compensation

The Compensation Committee met nine times during 2012. The current members of the Compensation Committee are Dr. Rieman (Chair) and Messrs. Brown, Clark, Gund, Landgraf and Tookes. The Compensation Committee:

Reviews Corning’s goals and objectives with respect to executive compensation;

Evaluates the CEO’s performance in light of Corning’s 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 non-management directors;

Oversees Corning’s equity compensation plans; and

Makes recommendations to the Board regarding non-equity incentive and equity incentive plans.

Compensation decisions for executives, including the “Named Executive Officers,” the five executive officers of the Company listed in this proxy statement, and the directors are reviewed and approved by the Compensation Committee. The Compensation Committee has administrative and/or oversight responsibility to compensate key executives effectively and in a manner consistent with our stated compensation strategy. The Compensation Committee has engaged an independent executive compensation expert from Aon Hewitt, an outside global human resources consulting firm, to conduct a review and comment on its total compensation program for executives. The independent expert supports the Committee by providing data regarding market practices and makes recommendations for changes to plan designs and policies that are consistent with the Company’s compensation philosophy.

The agenda for meetings of the Compensation Committee is determined by its Chairman, with the assistance of the Senior Vice President Human Resources and the Senior Vice President Global Compensation and Benefits. The Chief Executive Officer and the Chief Administrative Officer are invited to attend the Compensation Committee meetings, though the CEO leaves the room during discussions and deliberations of individual compensation actions affecting him personally. The Compensation Committee Chairman reports the Committee’s recommendations on executive compensation to the Board. The Company’s Global Compensation and Benefits department supports the Compensation Committee in its duties and, along with the Chief Administrative Officer, may be delegated authority to fulfill certain administrative duties regarding the compensation programs. The Compensation Committee has authority under its charter to retain, approve fees for and terminate advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities. The Compensation Committee reviews the total fees paid to Aon Hewitt by the Company to ensure that the independent compensation expert maintains his objectivity and independence when rendering advice to the Committee. For more information on the Compensation Committee, see “Compensation Discussion and Analysis”.

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Corporate Relations

The Corporate Relations Committee met five times during 2012. The current members of the Corporate Relations Committee are Dr. Burns (Chair) and Mr. Cummings. The Corporate Relations Committee focuses on the areas of employment policy, public policy and community relations in the context of the business strategy of Corning.

Executive

The Executive Committee met seven times during 2012. The current members of the Executive Committee are Messrs. Weeks (Chair), Canning, Clark, Cummings, Flaws, Landgraf and Tookes. All other directors are alternate members of the Executive Committee. The Executive Committee 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. In practice, the Executive Committee’s actions are generally limited to matters such as the authorization of corporate credit facilities, borrowings and pricing of Corning’s public offering of securities, and specific transactions for which the Board delegates its authority.

Finance

The Finance Committee met eight times during 2012. The current members of the Finance Committee are Messrs. Cummings (Chair), Canning, Flaws and Martin and Drs. Burns, Ruding and Wrighton. The Finance Committee:

Monitors present and future capital requirements of Corning;

Reviews all material transactions prior to execution;

Reviews potentials mergers, acquisitions, divestitures and investments in third parties;

Reviews Corning’s exposure to financial, economic and hazard risks;

Monitors Corning’s cash management plans and activities;

Reviews Corning’s tax position and strategy;

Reviews and monitors Corning’s credit rating;

Reviews funding actions for Corning’s pension programs; and

Reviews Corning’s financial plans and other financial information that Corning uses in its analysis of internal decisions.

Nominating and Corporate Governance

The Nominating and Corporate Governance Committee met five times during 2012. The current members of the Nominating and Corporate Governance Committee are Messrs. Tookes (Chair) Canning, Clark and Gund and Dr. Brown. The Nominating and Corporate Governance Committee:

Identifies individuals qualified to become Board members;

Reviews candidates recommended by shareholders;

Determines the criteria for selecting director nominees;

Conducts inquiries into the background of director nominees;

Recommends to the Board, director nominees to be proposed for election at the Annual Meeting of Shareholders;

Reviews and recommends to the Board, whether to accept or reject the resignation of an incumbent director who failed to receive a majority of the votes cast in an election that is not a result of a contested election pursuant to the Company’s Majority Voting Policy;

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 Board members;

Identifies Board members to be assigned to the various committees;

Oversees and assists the Board in the review of the Board’s performance;

Establishes director retirement policies;

Reviews, approves and ratifies transactions between Corning and related persons; and

Reviews activities of Board members and senior executives for potential conflict of interest.

The process for electing director nominees entails making a preliminary assessment of each candidate based upon his/her résumé and other biographical and background information, as well as his/her willingness to serve. This information is then evaluated against the criteria set forth below, as well as the specific needs of Corning at that time. Based upon this preliminary assessment, candidates who appear to be the best fit are invited to participate in a series of interviews. At the conclusion of the process, if it is determined that the candidate will be a good fit, the Nominating and Corporate Governance Committee recommends the candidate to the Board for election at the next Annual Meeting. If the director nominee is a current Board member, the Nominating and Corporate Governance Committee also considers prior Corning Board performance and contributions. The Nominating and Corporate Governance Committee uses the same process for evaluating all candidates regardless of the source of the nomination.

The Nominating and Corporate Governance Committee will consider candidates recommended by shareholders. If you wish to nominate a candidate, please forward the candidate’s name and a detailed description of the candidate’s qualifications, skills and experience, a document indicating the candidate’s willingness to serve and evidence of the nominating shareholder’s ownership of Corning’s 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 above under the question “How Do I Submit A Shareholder Proposal For, Or Nominate A Director For Election At Next Year’s Annual Meeting?”

CORNING INCORPORATED2013 Proxy Statement   21


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Compensation Matters

Proposal 2  An Advisory Vote to Approve Executive Compensation (Say-on-Pay)

Our Board of Directors is requesting that shareholders approve the compensation of our Named Executive Officers as disclosed, pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, in the Executive Compensation section of this proxy statement.

This 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 our Company, but the Board of Directors values the opinions that shareholders express in their voting and will consider the outcome of the vote in the future.

Most Recent Say-on-Pay Vote Result

Last year, Corning received approximately 95% shareholder support from the non-binding Say-on-Pay advisory vote. We view this as an affirmation of our current pay practices. As a result, few changes were made to our executive compensation program in 2012, although improvements were implemented.

In addition, the Company annually visits with our largest investors to understand their expectations and discuss various matters related to Corning. During 2012, we met with over 70% of our top institutional holders on multiple occasions, none of whom raised executive compensation-related concerns.

Share Price Performance and Pay Alignment

Corning’s 2012 total shareholder return – including the reinvestment of dividends – was slightly negative. While we are disappointed with this result, we believe this is not an accurate reflection of the intrinsic value of the Company. Further explanation can be found in the Compensation Discussion & Analysis (“CD&A”) which includes a summary of 2012 business highlights.

During 2012, we targeted CEO compensation at the median of our peer group. Through strong execution, our financial results exceeded our targets that were set and agreed to during a rigorous goal setting process. As a result, our performance-based incentive plans paid out above target.

Compensation Program

Our management team and the Board strive to balance near-term results while building shareholder value through thoughtful investments in research and development. To fulfill this mission, Corning’s “pay for performance” philosophy 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. Please refer to ‘‘Compensation Discussion and Analysis—Executive Summary’’ for an overview of the compensation of Corning’s NEOs.

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 2012 Company performance, focusing on the compensation of our NEOs. We believe that we have created a compensation program deserving of shareholder support.

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 Company’s Named Executive Officers (CEO, CFO and three other most highly compensated executives), as disclosed in the proxy statement for the 2013 Annual Meeting of Shareholders pursuant to the disclosure rules of the Securities and Exchange Commission (Item 402 of Regulation S-K), 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 and Analysis

The Compensation Committee of the Board of Directors (the “Committee”), composed entirely of independent directors, is responsible to the Board of Directors for the oversight and administration of executive compensation at Corning (“we”, “us”, “Corning” or the “Company”). The Committee approves the principles guiding the Company’s compensation philosophy, reviews and approves executive compensation for executive officers (including cash compensation, equity incentives, benefits and perquisites) and reports its actions to the Board of Directors for review and, as necessary, approval.

In this section, we describe the material components of our executive compensation program for the “named executive officers” or “NEOs” listed below, whose compensation is set forth in the 2012 Summary Compensation Table and other compensation tables contained in this proxy statement.

Wendell P. Weeks

Chairman, Chief Executive Officer (“CEO”) and President

James B. Flaws

Vice Chairman and Chief Financial Officer

Kirk P. Gregg

Executive Vice President and Chief Administrative Officer

Lawrence D. McRae

Executive Vice President, Strategy and Corporate Development

Jeffrey W. Evenson

Senior Vice President and Operations Chief of Staff

To assist shareholders in finding important information, we call your attention to these sections:

What’s New in 2012

page 23

2012 Corporate Performance Highlights

page 24

Our Peer Group for the 2012 Compensation Review

page 31

In addition, our Summary Compensation Table can be found on page 34.

Throughout this CD&A, we refer to our Adjusted EPS, Adjusted NPAT and Adjusted Operating Cash Flow, which are non-GAAP financial measures. Appendix A to this proxy statement contains a reconciliation of such non-GAAP measures.

Corning and our Equity Investments

Corning is a world leader in specialty glass and ceramics. Our success comes from more than 161 years of materials science and process engineering knowledge, which allows us to create and make keystone components that enable high-technology systems for consumer electronics, mobile emissions control, telecommunications and life sciences.

In addition to our wholly owned businesses, Corning invests in several equity affiliates, the largest of which are Dow Corning Corporation and Samsung Corning Precision Materials Co., Ltd., which contribute significantly to our financial performance. Although Corning’s reported net income reflects our 50% ownership share of the earnings of these equity investments – 47% of our net income was derived from these equity affiliates in 2012 – our reported net sales do not include our proportionate 50% share of the net sales of these entities. The combined 2012 sales for these two global companies totaled more than $9 billion; Corning’s proportionate 50% share of such sales exceeds $4.5 billion. Corning also receives annual cash dividends from these equity affiliates. Given the size of these affiliates and the impact on Corning’s consolidated net profit and cash flow, management allocates a significant amount of time and resources to the stewardship of these companies. Therefore, Corning is a “larger” company than revenues alone would indicate. It is important for our shareholders to consider the size, complexity and markets of these equity investments when benchmarking Corning to peer companies.

What’s New in 2012

At our 2012 Annual Shareholders Meeting, approximately 95% of votes cast supported Corning’s executive compensation program. Management and the Committee reviewed our shareholders’ affirmative vote for the 2012 Say-on-Pay resolution and believe it to be a strong show of support for Corning’s current executive compensation program, and, accordingly, we have retained the core of our executive compensation program, with improvements as noted below.

Over time, our executive compensation program has changed to reflect evolving governance practices, business needs, and market and economic realities. In 2012, we took the following actions:

Completed a rigorous review and update of our Peer Group, resulting in an updated, more relevant Peer Group;

Increased the share ownership guidelines for our CEO from five times to six times base salary. All of our NEOs (and outside directors) are subject to stock ownership guidelines, and all met or exceeded these guidelines in 2012;

Approved new forms of change in control and severance agreements for all corporate officers receiving such agreements after July 2004. These new agreements will be implemented to replace existing officer agreements in 2013 and 2014 and all new agreements will be in place and effective as of January 1, 2015. These new agreements contain no provision for gross-ups for excise taxes, and – in line with current practice – 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. Of our current NEOs, only Dr. Evenson is impacted by these changes, since all other NEOs have agreements that were in place prior to July 2004;

Announced our plans to permanently move our annual base salary review date for executive and non-executive salaried employees from January 1 and April 1, respectively, to July 1; and

Clarified our desired CEO target pay position with the Committee to be market median. Mr. Weeks’ current target total direct compensation is positioned approximately at the median of our Peer Group.

These changes, along with existing practices, ensure our programs support our business strategies, reflect the current best practices for compensation, and remain aligned with our shareholders’ interests.

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2012 Corporate Performance Highlights

We entered 2012 knowing that it was going to be a difficult year. In 2011, the company experienced a significant drop in net income, driven by declining prices for liquid crystal display glass, lower earnings at our equity ventures, and a higher corporate tax rate. At our 2012 Annual Meeting, we informed shareholders that we expected these trends to continue in 2012. By the second half of the year, the weak global economy began taking a toll on the Company’s performance as well. Despite this challenging environment, thanks to careful preparation and relentless execution, we improved our performance each quarter and ended 2012 with record sales. We exceeded our budget in part due to strong performance in Specialty Materials because of record Corning® Gorilla® Glass sales, disciplined spending controls and manufacturing cost improvements. More importantly, we have laid the foundation for even stronger results beyond 2012.

Our 2012 business focus encompassed three primary elements: stabilizing performance in our Display Technologies segment in the wake of a maturing business cycle and significant pricing pressures; achieving positive momentum in this business; and improving earnings by growing sales and improving margins in our non-Display businesses. We made good progress against these goals in 2012, especially in light of the current global economy. We also maintained our strong balance sheet which allowed us to continue investing in future innovations, complete an acquisition and increase our distributions to our shareholders.

We are disappointed with Corning’s recent stock price performance. In 2012, including the reinvestment of dividends, total shareholder return was slightly negative year-over-year. We believe this is not an accurate reflection of the intrinsic value of the Company. For example, during 2012 we posted record revenue and had our third consecutive year of Operating Cash Flow in excess of $3 billion. In 2012, we distributed $472 million to our shareholders in the form of cash dividends and completed a $1.5 billion repurchase program that totaled 111 million shares thus delivering incremental value to our continuing shareholders. Our balance sheet remains very strong, with $6.1 billion in cash and short-term investments, and a low debt-to-equity ratio. Looking ahead, we continue to see positive growth prospects for the Company and we expect free cash flow to continue to increase, allowing us to continue to invest in our future growth and sustain our distributions to shareholders.

Here is summary of 2012 business highlights:

Stabilization of Display Technologies:

We held LCD glass pricing to moderate declines after the first quarter, and we now have new agreements with some key customers, all the while managing our LCD glass capacity to the level of demand.

Growth of Non-LCD businesses:

Our Specialty Materials Divisions’ sales exceeded expectations, closing the year up 25% over 2011. This was driven by strong Corning Gorilla Glass sales.

Within our Telecommunications Division, we invested in a new optical fiber plant in India, positioning us for future growth in this important emerging market.

We secured long-term agreements with key heavy duty diesel customers, which position us for future growth driven by new diesel regulations.

Delivered cost and functional excellence:

We continue to deliver significant cost reductions through manufacturing performance excellence, achieving the low cost manufacturing position for more than 80% of our products.

We delivered strong cost controls in our staff groups.

We reduced actual and planned capital expenditures in 2012 and 2013.

Created new revenue and earnings streams:

We continue to invest a significant percentage of gross margin back into RD&E enabling investments in innovation. We currently have several innovation programs that have exciting potential to create significant incremental revenue and earnings growth in the future.

With the acquisition of Discovery Labware, Corning Life Sciences will approach its goal of achieving $1 billion in sales, providing better balance for the Company.

We increased our common stock dividend per share by 20%, from $0.075 per quarter to $0.09 per quarter starting in the 4th quarter of 2012 after having increased the dividend by 50% in 2011.

We completed a $1.5 billion stock buy-back program.

Although our 2012 financial performance was down compared to 2011, our 2012 results exceeded the targets established for the year due to strong execution in many of our businesses. Key performance metrics for 2012, with some historical context, are summarized below:

The Board increased dividends per share to $0.09 in the fourth quarter for an annual payout of $0.32, or 2.5% dividend yield (based on the year-end stock price), representing a significant increase year over year.

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Net Income and EPS were both down year over year, driven primarily by market declines in the Display and Solar industries and significant increases in our corporate tax rate.

Despite this challenging environment, we exceeded our budget in part due to strong performance in Specialty Materials because of record Gorilla Glass sales as well as spending controls and manufacturing cost improvements.

Revenues and Operating Cash Flow for the Company were both up slightly year over year.

The Company’s revenues in 2012 were the highest in its history.

Pay for Performance

Our management team must balance near-term financial results and build long-term value through thoughtful investments in innovation. To fulfill this mission, Corning’s “pay for performance” philosophy forms the foundation for all decisions regarding executive compensation made by the Committee.

Corning uses a rigorous goal setting process which includes both business-driven and corporate “top down” reviews. We expected 2012 to be a challenging year, especially in our Display business and at our equity companies, and we budgeted for performance to be down in 2012 compared to 2011. Our financial results have been better than expected, and, as a result, our variable compensation paid reflects that result.

The following factors illustrate the alignment of our 2012 pay with our 2012 performance:

A modest base salary increase of 3%, which was in line with general industry trends, and in line with our merit budget for all salaried employees;

NEOs’ 2012 bonus and long-term incentive targets in 2012 were flat, compared to 2011;

2012 Adjusted NPAT resulted in actual bonuses being earned at 124% of target for NEOs (after a payout equal to 10% of target for 2011);

2012 Adjusted EPS and 2012 Adjusted Operating Cash Flow resulted in 2012 cash performance units being earned at 117% of target for NEOs (after a payout equal to 60% of target for 2011);

Given our year-end stock price of $12.62:

Stock options (25% of the target long-term incentive award) granted in 2012 are underwater; and

The value of the 2012 time-based restricted stock units (25% of the target long-term incentive award) declined approximately 3% during the year.

We have also taken actions to improve shareholder returns: in the fourth quarter of 2012 we completed a $1.5 billion share repurchase program and increased our quarterly dividend by 20%. Since our executives hold a significant amount of Corning stock, the equity component of our compensation program significantly impacts the realized pay of our NEOs.

Target Compensation

For 2012, variable pay represented 88% of target total direct compensation for the CEO and 81% for non-CEO Named Executive Officers (on average). Total direct compensation consists of base salary and short-term and long-term incentives, and excludes benefits and perquisites. Two compensation elements, annual incentive compensation and cash performance units, are earned only if the corporate financial performance goals for the year are met. The value of the remaining long-term incentive components, stock options and restricted stock units, depend directly on our stock price performance.

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Actual Compensation and Performance

(1)

Target Pay is total direct compensation – i.e. Base Salary plus Annual Cash Bonus opportunities through GoalSharing and the Performance Incentive Plan (at target) plus annual Long-Term Incentives (at target).

 

(2)

Actual Pay is total earned compensation i.e. Base Salary plus Annual Cash Bonuses earned through GoalSharing and the Performance Incentive Plan, plus earned Cash Performance Units and the grant date fair values of equity awards. Discretionary bonuses are excluded from this chart.

 

(3)

Realizable Pay takes Actual Pay and replaces the grant date fair value of equity awards with the intrinsic value of Corning stock at the fiscal year end by assuming that equity values are vested and exercised and/or sold at the year-end stock price on the last day of the fiscal year (the same date on which the TSR measurement is based).

Executive Compensation Program–Elements of Compensation

Executive Compensation Philosophy—Key Principles

The goal of the Company’s compensation program is to provide competitive and motivational compensation to ensure our success in attracting, developing and retaining our key executive, managerial and technical talent. Attracting and retaining the right talent is critical to supporting and achieving our annual and long term operating priorities.

Our key compensation principles are as follows:

Provide a Competitive Base Salary: The Committee does not believe that all of an NEO’s annual compensation should be at risk. As a result, the Company pays a competitive base salary to each Named Executive Officer.

Pay for performance: Executive Compensation should reward 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 Corning’s consolidated financial performance or the performance of Corning stock. The Committee does not establish personal objectives for the CEO or the other NEOs.

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Incentive Compensation Should be a Greater Part of Total Compensation for More Senior Positions: As our 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.

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

Additional summary information concerning 2012 short-term and long-term incentives for our NEOs:

2012 Compensation Element

and Objectives

2012 Award Opportunity

for NEOs

2012 Performance Metrics

and Results

2012 Award Earned

by NEOs

Base Salary — Fixed Pay

To attract and retain talent

NEOs Base Salaries range from $438,000 to $1.2 million

The Committee does not believe that all of a NEO’s compensation should be at risk

Annual Cash Bonus —Performance Incentive Plan (PIP)

Rewards short-term corporate performance

Target is 140% of base salary for the CEO; for all other NEOs awards range from 65% to 90%

Opportunity can range from 0% to 200% of target awards

Adjusted Net Profit After Tax of $1,934 million

2012 target was $1,716 million

124% of target opportunity earned

To be paid March 2013

Annual Cash Bonus —GoalSharing

—all employees eligible

Reinforces team-based culture

Target is 5% of base salary

Opportunity can range from 0% to 10% of salary

Weighted average of over 100 GoalSharing Plans in place at Corning

6.26% of base salary

To be paid February 2013

Corporate Performance Plan —Cash Performance Units (CPUs) (represents 50% of annual long-term incentive opportunity)

Goals are focused on measures that support the longer-term success of the Company - generating cash and improving EPS

Cash performance unit target awards range from $550,000 to $3.5 million

Opportunity can range from 0% to 150% of target awards

Adjusted EPS of $1.28; 2012 target was $1.15

Adjusted Operating Cash Flow of $3,167 million; 2012 target was $2,990 million

117% of target opportunity earned, resulting in actual awards ranging from $643,000 to $4.10 million for the NEOs

 

Corporate Performance Plan —Stock Options(1)

(represents 25% of annual long-term incentive opportunity)

Reward long-term shareholder value creation

Target grant date fair value of stock option awards range from $275,000 to $1.75 million

Actual value realized depends on future market performance of Corning stock and cannot be assessed until exercised

Actual grant date fair value of stock options granted for 2012 performance year ranged from approximately $262,000 to $1.67 million

Vest after a three-year period

Stock option awards are currently underwater – no current value

Corporate Performance Plan —Restricted Stock Units(2)

(represents 25% of annual long-term incentive opportunity)

Reward long-term shareholder value creation and encourage retention

Target grant date fair value of restricted stock units range from $275,000 to $1.75 million

Realized value based, in part, on market performance of stock

Actual value realized depends on future market performance of Corning stock and cannot be accurately assessed until vested

Actual grant date fair value ranged from approximately $275,000 to

$1.75 million

Vest after a 3-year period

Values at December 31, 2012 range from $266,000 to $1.69 million due to decline in stock price at fiscal year end

(1)

The number of stock options is calculated on the day of the award using the closing stock price and a Black-Scholes valuation factor. The stock option awards have staggered grant dates: 1/3 of the total option grant award on January 3, 2012; 1/3 of the total option grant award on February 1, 2012; and 1/3 of the total option grant award on March 1, 2012. For the past nine years, the Committee has staggered the grants of stock options to avoid basing awards on a single grant date. The Committee believes that this practice is fair and equitable given the historical volatility of Corning’s stock price.

(2)

The number of restricted stock units is calculated on the day of the award using the closing stock price and the target value.

Discretionary Bonuses and Awards: Dr. Evenson joined Corning in June 2011. Pursuant to his compensation arrangement to join Corning, we agreed to pay Dr. Evenson $1.6 million in 2011, $0.8 million in 2012 and $0.8 million in 2013. These payments were designed to replace short- and long-term incentives forfeited by Dr. Evenson as a result of accepting Corning’s offer of employment. These payments are not tied to any performance, but require Dr. Evenson’s continued employment with Corning, as future payments are forfeited if he voluntarily leaves prior to the vesting dates.

In January 2011, the Committee approved a two-year retention compensation arrangement for Mr. Flaws. The arrangement was designed to encourage Mr. Flaws’ continued employment at the Company beyond his expected retirement date, and to allow for phased executive successions. Under this arrangement, Mr. Flaws received a cash payment of $1.5 million on April 1, 2012. He will be eligible to receive an additional cash payment on April 1, 2013, so long as he remains an officer of the Company as of such date.

In addition, we occasionally grant special awards of restricted stock or stock options for purposes of recognition or for special retention situations. The NEOs did not receive any such awards for these purposes in 2010, 2011 or 2012.

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Pay for Performance – Goal Setting Process for Annual Short- and Long-term Incentives

Corning has a very rigorous goal setting process involving both top down and bottom up budget generation with multiple levels of review. The Committee sets realistic stretch targets, based on then-current expectations of the business environment and growth and innovation plans. Regardless of changes in the economy as a whole or the markets in which we operate, we do not reset our annual goals or bonus targets once they are approved. In 2012 our plan included a significant budgeted increase to corporate tax rates.

The range of 2012 Performance Incentive Plan (“PIP”) goals for Adjusted NPAT were established with the following considerations:

The target performance goal (100% of target payout) was established at 2012 budget for Adjusted NPAT of $1,716 million. (Note: The 2012 goals were set below our 2011 actual results due to the anticipation of significant declines in our Display and Solar businesses as well as an increase in Corning’s tax rate in 2012 compared to 2011.) If Adjusted NPAT met this goal for 2012, the NEOs would earn 100% of their target award under the PIP.

A “flat spot” concept has been used by the Company for many years. The flat spot is intended to avoid cliffs in the annual bonus plan; in this way, participants are not inclined to take inappropriate risks in order to achieve a cliff goal. We believe this helps avoid unintended shortfalls or windfalls in actual bonus payouts to plan participants due solely to the uncertainty in establishing a budget and accurately forecasting expected results. In 2012, the width of the flat spot applicable to Adjusted NPAT goals was widened to ±12% of budget due to the uncertainty in the LCD industry, compared to the narrower ranges of ±3% of budget used in 2011 and ±5% of budget used in 2010.

The minimum performance goal (0% of target payout) was established at 65% of our 2012 plan. If Adjusted NPAT did not exceed $1,116 million in 2012, the NEOs would earn nothing (0%) under the PIP.

The maximum performance goal (200% of target payout) was established at 124% of budget, or $2,166 million Adjusted NPAT for 2012. If Adjusted NPAT met or exceeded this goal for 2012, the NEOs would earn the maximum, 200%, of their target award under the PIP.

The actual scale of Adjusted NPAT used in 2012 is shown below. The “flat spot” concept can be seen in the following chart for payout goals between 80% and 120% of target; for example, a significant change of $400 million in Adjusted NPAT would result in bonus payout adjustments of 80% to 120% of the 2012 target bonus opportunities.

2012 Compensation Metrics

For Performance Incentive Plans

$ millions

Payout %

Adjusted NPAT

MAXIMUM

200

%

$

2,166

 

150

%

$

2,066

 

120

%

$

1,916

 

TARGET

100

%

$

1,716

 

 

80

%

$

1,516

 

 

50

%

$

1,283

 

MINIMUM

0

%

$

1,116

 

For 2012, Actual Adjusted NPAT of $1,934 million exceeded the Adjusted NPAT goal, resulting in cash payouts of 124% of target awards for each Named Executive Officer.

Goal Setting – Long Term Incentives - Cash Performance Units:

For the 2012 performance year, cash performance unit awards under the Corporate Performance Plan were based upon two equally weighted goals: (1) Adjusted Earnings Per Share (“EPS”) and (2) Adjusted Operating Cash Flow. The minimum (0%), target (100%), and maximum (150%) levels for Adjusted EPS and Adjusted Operating Cash Flow for the 2012 Corporate Performance Plan were as follows:

2012 Compensation Metrics

For Cash Performance Units

$ millions

Payout %

Adjusted EPS

Adjusted Operating

Cash Flow

MAXIMUM

150

%

$

1.45

 

$

3,305

 

125

%

$

1.38

 

$

3,235

 

TARGET

100

%

$

1.15

 

$

2,990

 

 

75

%

$

0.98

 

$

2,815

 

 

50

%

$

0.86

 

$

2,687

 

MINIMUM

0

%

$

0.75

 

$

2,570

 

Two goals were selected because it is important to the long-term success of the Company to focus attention on generating cash, in addition to improving earnings per share. Both the Company and the Committee believe that these metrics are appropriate for motivating and rewarding behavior that leads to improvement in operating performance and supports shareholder value over time.

Given the high level of uncertainty associated with growth through innovation and the volatility of the markets we operate in, it is difficult for the Company to set multi-year goals. As a result, we use a one-year performance period, subject to an additional two-year vesting period, if earned.

Actual results for 2012, at $1.28 of Adjusted EPS (115% of target) and $3,167 million of Adjusted Operating Cash Flow (119% of target), resulted in awards being earned at 117% of target for 2012 performance. These awards are subject to an additional two-year vesting period.

Adjustments to 2012 Reported Results

In 2012, Adjusted NPAT was the financial metric used for annual cash bonuses. Adjusted EPS and Adjusted Operating Cash Flow were the financial metrics for cash performance unit awards earned by the Named Executive Officers. The adjustments made to reported earnings in order to determine Adjusted NPAT, Adjusted EPS, and Adjusted Operating Cash Flow for 2012 were approved by the Committee in advance and were similar to the adjustments approved in prior years. These adjustments are intended to eliminate potential windfalls or penalties for non-recurring (and often non-cash) charges and gains. This allows our employees and executives to focus on improving operational performance, while taking appropriate special actions whenever necessary to benefit the Company and its shareholders. The financial metrics we use for determining annual cash bonuses and cash performance awards are non-GAAP financial measures. Throughout this CD&A, we refer to our Adjusted EPS, Adjusted NPAT and Adjusted Operating Cash Flow, which are non-GAAP financial measures. Appendix A to this proxy statement contains a reconciliation of such non-GAAP measures.

Upon the Committee’s review and approval at the beginning of the year, the following special items were excluded from reported results to calculate incentives for 2012: (i) one-time charges from financing activities; (ii) gains/losses on debt buybacks, (iii) fluctuations in foreign exchange rates for Japanese Yen and Korean Won outside a specified range; (iv) restructuring or impairment charges and credits; (v) non-operating gains and losses; (vi) bankruptcy-related charges at Dow Corning or any impact of Pittsburgh Corning settlements that causes a variance to budget, (vii) tax/accounting changes; (viii) discontinued operations, (ix) extraordinary gains/losses; (x) special dividends from equity ventures; (xi) the impact from significant acquisitions or equity ventures; (xii) impact of any required accounting or tax law changes that cause a variance from budget; (xiii) the impact of release of valuation allowance on deferred tax assets; (xiv) any foreign currency translation impact on intercompany balance sheet accounts; and (xv) restructuring or impairment charges and credits, other non-operating gains and losses considered a “special event” for external reporting purposes. Corning had adjustments in several of these areas in 2012.

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2012 Non-GAAP reconciliations

NPAT

EPS

Cash Flow

2012 Reported Results

1,728

 

1.15

 

3,206

 

Pittsburgh Corning settlement charges

9

0.01

Loss on repurchase of debt

17

0.01

SCP asset impairments

18

0.01

Dow Corning restructuring and impairment of assets

81

0.05

Dow Corning contract settlement

(9

)

(0.01

)

Impact of Discovery Labware Acquisition

22

0.01

8

Restructuring, impairment and other credits

91

0.06

15

Tax law changes

41

0.03

Korean Won FX collar (KRW 1126 vs. Collar at 1000 - 1100)

(12

)

(0.01

)

8

FX at Corning Treasury Services

(70

)

Translation capital gain

(52

)

(0.03

)

Adjusted 2012 Results

1,934

 

1.28

 

3,167

 

As a result of these adjustments for 2012, Corning’s Adjusted NPAT of $1,934 million was $206 million higher than Corning’s reported GAAP NPAT of $1,728 million. Corning’s Adjusted EPS of $1.28 was $0.13 higher than Corning’s reported GAAP EPS of $1.15. Corning’s Adjusted Operating Cash Flow of $3,167 million was $39 million lower than the Company’s GAAP Operating Cash Flow of $3,206 million. A reconciliation of our non-GAAP financial measures to GAAP financial measures can be found in Appendix A to this proxy statement.

Other Benefit Plans

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 retirement plans. We also maintain nonqualified defined benefit and defined contribution retirement plans with the same general plan features and benefits as our qualified retirement plans for all U.S. salaried employees affected by tax law compensation, contribution and/or deduction limits.

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

Executive Supplemental Pension Plan (“ESPP”): We maintain a nonqualified executive supplemental pension plan for approximately 30 active participants, including all of the NEOs. In 2006, we capped the percentage of cash compensation earned as a retirement benefit under our ESPP at a maximum 50% of Final Average Pay for 25 years of service or more. In 2012, we increased the earliest age under which an NEO with significant benefits payable (currently $1,000,000) under the ESPP may commence an unreduced pension from age 55 to age 57, since the retention of our most senior executives is important to Corning. 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 except for Dr. Evenson are currently vested under this plan. For additional details of the benefits and plan features of the ESPP, 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 Corning’s growth through innovation strategy. Most participants under the plan retire from Corning with more than 20 to 30 years of service, and the Company believes that long service with the Company is a vital component of Corning’s long-term success.

Provide a reliable and competitive retirement benefit that is independent of other forms of compensation. Given the inherent volatility of performance-based awards and equity incentives, the Company believes that providing a reliable, competitive form of retirement income (independent of other elements of compensation) to participants under this plan is consistent with its focus on balancing short- and long-term interests while growing through innovation.

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

Executive Allowance Program: In 2012, we provided the NEOs with an annual executive allowance that could be used only for limited personal aircraft rights regarding corporate aircraft and home security. Each NEO is responsible for all taxes on any imputed income resulting from this program.

We closely monitor business and personal usage on our planes and seek to keep all personal usage at a low percentage of total usage. The Committee believes that a well-managed program of limited personal aircraft rights, particularly 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. For additional details, refer to footnotes relating to “All Other Compensation” included with the Summary Compensation Table.

Executive Physical: Members of the Executive Group in the U.S., including the NEOs, are eligible for an annual physical exam.

Executive Severance Agreements: We have entered into severance agreements, or have committed to enter into a severance agreement in the case of Dr. Evenson, with each NEO. The severance agreements provide clarity for both the Company and the executive if the executive’s employment terminates. By having an agreement in place, we intend to 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”.

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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, and have committed to provide Dr. Evenson, 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 executive’s employment must be terminated following a change in control). Additional details about the specific agreements can be found under “Arrangements with Named Executive Officers”.

These severance and change-in-control agreements are intended to provide stability to the Company and the NEOs at critical times. The Company considers these agreements necessary to attract and retain senior executives, and the terms of these agreements are not a part of the annual compensation determination for our Named Executive Officers. In 2012, the Committee approved new forms of agreements for all corporate officers receiving such agreements after July 2004. These new agreements, to be implemented during 2013 and 2014, will become effective January 1, 2015 and 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. Of our current NEOs, only Dr. Evenson is impacted by these changes, since all other NEOs have agreements that were in place prior to July 2004.

Role of Compensation Consultants

The Committee has the authority to retain and terminate a compensation consultant, and to approve the consultant’s fees and all other terms of such engagement. The Committee currently retains an executive compensation expert from Aon Hewitt Associates as its independent consultant; this selection was made without the input or influence of management.

During 2012, Aon Hewitt provided surveys and other brokerage and human resource services to the Company, but the Aon Hewitt executive compensation expert does not provide any other services to the Company. We do not believe that limited services provided by separate groups within Aon Hewitt, on discrete projects (e.g., leadership development in China, brokerage services in France) for the benefit of Corning’s general employee population, affect the independent advice that the Committee receives from its consultant related to executive compensation.

In 2012, fees for Aon Hewitt totaled $488,049, of which $57,649 was related to compensation consulting services provided to the Committee by its independent consultant. Of the remaining fees, approximately $240,000 for insurance-related services and brokerage fees in multiple countries, $179,000 related to services provided in China for Leadership Development, and $11,000 related to the purchase of salary surveys.

The consultant advises the Committee on all matters related to the compensation of the NEOs and assists the Committee in interpreting the consultant’s data as well as data received from the Company. Specifically, the Committee requested the consultant to provide it with the following assistance in 2012:

Review and provide feedback on the executive compensation proposals and any short- or long-term incentive compensation plan design changes, as applicable, developed by the Company for review and consideration;

Attend Committee meetings, including the December meeting when annual compensation decisions are reviewed regarding the NEOs and the other 200+ members of the Executive Group, and the February 2013 meeting where decisions on these pay proposals were taken;

Provide feedback to the Committee regarding market trends and practices and provide informed opinions regarding Corning’s compensation practices, policies and executive pay levels based on the consultant’s experience;

Review and provide feedback to recommendations developed by Corning’s Senior Vice President, Global Compensation and Benefits, and provide the consultant’s opinion on the annual pay levels established for Corning’s CEO and other NEOs, and the Peer Group used for benchmarking CEO pay level and pay practices, in general;

Review and provide feedback to any changes proposed to any Corning plan or agreement that affects any member of Corning’s Executive Group;

Recommend changes in compensation paid to non-employee directors; and

When requested by the Committee Chair, attend the Executive Session of independent directors to explain any compensation plan or program changes, or provide his opinion on executive pay levels.

During 2012, the Committee conducted an independence review of its compensation consultant and found that no conflict of interest exists that would prevent the consultant from independently representing the Committee after reviewing the following:

The 6 independence factors required for consideration under new SEC rules;

Aon Hewitt currently provides no other consulting services (other than some Leadership Development consulting in China) to Corning, and the Committee’s consultant is not engaged in providing these other HR services;

Aon plc. provides limited other services (e.g. some insurance services) to Corning; and

Fees paid annually by Corning to Aon total less than 0.02% of Aon Hewitt’s annual revenue.

In September 2012 the Committee Chair met with management, management’s executive compensation consultant (Frederic W. Cook & Company, Inc.) and the Committee’s consultant to review Corning’s executive compensation programs, planned 2013 compensation approach and executive compensation trends. The Committee conducted an independence review of Frederic W. Cook & Company, Inc. and, found management’s executive compensation consultant to be independent, as it provides no other services to the Company or the Committee.

Role of Executive Management in the Executive Compensation Process

Corning’s Senior Vice President (“SVP”), Global Compensation and Benefits, working closely with other members of Corning’s 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 non-CEO Named Executive Officers with the CEO. The NEOs do not recommend or suggest individual compensation actions that benefit them personally.

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The CEO may propose any adjustments he deems appropriate prior to submission to the Committee.

The recommendation for the CEO’s compensation is not discussed or reviewed with the CEO prior to the Committee’s 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 management’s recommendations for the compensation plan performance metrics and sets the final targets for the year.

The CEO and Chief Administrative Officer are invited to attend Committee meetings, although the CEO leaves the room during any discussions or deliberations of individual compensation actions affecting him personally. The Chief Financial Officer attends the annual Committee meeting to review the CD&A; however, he is also provided with copies of Committee meeting materials that are mailed in advance to all Committee members as well as a copy of the minutes prepared after the meetings. The SVP, Human Resources also attends Committee meetings.

Our Peer Group for the 2012 Compensation Review

The Company currently participates in and uses three general executive compensation surveys to benchmark NEO compensation:

Mercer S&P 500 Executive Survey;

Towers Watson Executive Survey; and

Equilar Top 25 Survey.

In addition to the three general surveys, we also use proxy data obtained from service providers, such as Equilar, Inc., to review the actual compensation levels of named executive officers at companies in a variety of manufacturing and service industries that are similar in size or have similar characteristics to Corning (the “Peer Group”).

Corning is a diversified technology company with five reportable business segments (Display Technologies, Telecommunications, Life Sciences, Specialty Materials and Environmental Technologies (most notably with the automotive industry). The majority of our businesses do not have unique, identifiable U.S. peers; in fact, most of our businesses compete with non-U.S. companies in Asia and Europe, or privately held companies. Similarly, the majority of our key customers are non-U.S. companies or extremely large U.S. companies that would not be appropriate peers for Corning. The importance of Corning’s equity affiliates to our results adds further complexity to the identification of a representative peer group. In attempting to identify peer companies, 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). 

In 2012, the Company and the Committee undertook a rigorous review of our Peer Group for use in benchmarking pay practices and the target median pay level for the CEO. This was necessary because our previous approach of looking solely at “similarly sized” companies did not focus on particular industries or business segments that Corning actually operates in, and with changes over time, did not result in a stable peer group from year to year.

We engaged both management’s compensation consultant as well as the Committee’s compensation consultant in formulating recommended Peer Group companies. In constructing the new Peer Group, we looked for companies to reflect the global business segments that Corning operates in with revenues generally in the range of 0.5x and 2.1x Corning’s revenues. As a result of this review,

Four companies were identified in the Life Sciences segment;

Five companies were identified in Telecommunications;

Two companies were identified in the Automotive supply segment; and

Three companies were identified in Specialty and Chemicals.

No U.S. companies were found to reflect Corning’s business in the Display Technologies segment. As a result, we rounded out our new Peer Group of 23 companies by looking at innovative companies in the Semiconductor and Computer area and diversified manufacturing companies that operate in varied industries.

While Corning’s reported revenues are lower than the $10.5 billion median revenues of this new Peer Group, its number of employees and market capitalization are above the median and its net income and total assets are in the top quartile of this Peer Group. As previously noted, revenues alone do not reflect the size and complexity of Corning due to its large equity affiliates where Corning’s share of the net income from these entities is included in Corning’s reported earnings, but its share of the entity revenues is not included in our reported revenues.

Corning uses peer groups solely as a reference point, and in combination with broader executive compensation surveys, to assess our CEO’s target compensation. Our goal is to target the pay of our CEO at the Peer Group median. 

Market salary surveys and the Peer Companies are used to ensure the CEO’s pay level is fairly positioned, at target, near the median of the market (for 2012, our CEO’s total target direct compensation of approximately $9.95M was found to be positioned at approximately median of the various benchmarks the Committee reviewed). However, beyond that, the external data serves merely as a reference point with internal equity compared to the CEO for the non-CEO NEOs being a more important consideration in establishing a base salary and total direct compensation for non-CEO NEO’s and executives. As a result of deliberately positioning these base salaries and total direct compensation closer to that of the CEO than do many other companies, the total pay of the non-CEO NEOs is generally positioned within the top quartile when reference is made to the various executive compensation surveys.

Corning’s Peer Group is:

Advanced Micro Devices

Medtronic Inc.

Agilent Technologies

Monsanto Company

Applied Materials Inc.

Motorola Solutions Inc.

BorgWarner

NetApp, Inc

Boston Scientific Corp.

PPG Industries Inc

Broadcom Corp

Praxair Inc

Cummins Inc.

Qualcomm Inc

Danaher Corporation

Rockwell Automation Inc

Dover Corporation

TE Connectivity Ltd.

Eaton Corporation

Texas Instruments Inc

Harris Corporation

Thermo Fisher Scientific Inc

Juniper Networks Inc.

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The information reviewed by the Committee in December 2012 was based on data filed in 2012 and was used to establish target pay levels for 2013.

Peer Group

Revenues

($MMs)

Income Before

Extraordinary Items

($MMs)

Total Assets

($MMs)

Year End Market

Capitalization

($MMs)

Number of Full-

Time Employees

Median

$

10,517

 

$

1,020

 

$

13,929

 

$

14,570

 

23,000

 

Corning’s Rank

15 of 24

 

3 of 24

 

4 of 24

 

7 of 24

 

10 of 24

 

Median total direct CEO compensation reported in the Peer Group was $9.8 million and 75th percentile total direct CEO compensation was $12.6 million, compared to Corning’s target CEO pay of $9.95 million.

Anticipated Changes in Compensation Practices for 2013

In order to better align our compensation, goal setting and performance management processes, Corning has decided to:

Permanently move the effective date for all salaried (executive and non-executive) merit salary reviews from January 1 (executive merits) and April 1 (non-executive salaried merits) to July 1:

Change timing of awards under the executive long-term incentive program, as follows:

cash performance units awarded in February rather than January;

restricted stock units awarded in March rather than January; and

stock options granted in March, April and May rather than January, February and March.

Currently, we do not anticipate making any other significant changes to our total executive compensation program in 2013.

Additional Information

Compensation Risk Analysis

Corning does not use compensation policies or practices that create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Discussion and Analysis describes generally the compensation policies and practices that apply to all executive and management employees throughout the Company. Annually, a cross-functional team with representatives from Human Resources, Legal and Finance assesses Corning’s compensation policies and practices from a risk-taking perspective, and reviews its conclusions with the Committee. The 2012 assessment supporting our conclusion considered, among other things:

We have capped payout levels for annual incentives, including sales commission plans, annual cash bonuses (at 200% of target) and cash performance unit awards (at 150% of target);

The mix of cash and equity payouts tied to both short-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 long-term stakeholders;

The use of financial performance metrics that are readily monitored and reviewed;

The rigorous budget and goal setting processes which involves both top-down and bottom-up analysis;

The use of common performance metrics for incentives across Corning’s management team and all eligible employees, with corporate results impacting the compensation of all Corning employees;

The use of a “flat spot” in our annual incentive plan that is intended to avoid imprudent risk-taking to achieving cliff goals;

Our stock ownership requirements for NEOs;

The Company’s clawback and anti-hedging policies; and

Multiple levels of review and approval of awards, including Compensation Committee approval on all officer compensation proposals.

“Reload” Stock Options

The reload feature is no longer included in any Corning stock option grants made on or after February 28, 2003. No stock options granted with a reload feature remain outstanding.

“Clawback” Policy

Since 2007, we have had a policy that gives the 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. Based on its review and judgment, the Committee may seek to recover any amount that it determines was received inappropriately by these individuals.

Stock Ownership Guidelines

The NEOs and directors are subject to stock ownership guidelines. All NEOs or directors in their role for at least 5 years meet or exceed the ownership requirement. In 2012, the Committee increased the guidelines for the CEO’s stock ownership from 5 times to 6 times base salary. The ownership guidelines are as follows:

Chief Executive Officer

6x Base Salary

NEOs other than the CEO

3x Base Salary

Non-employee Directors

5x Annual Cash Retainer

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Anti-Hedging Policy

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

Compensation Deductibility

As a matter of practice, the Committee generally intends to set performance-based goals annually under the Company’s various variable compensation plans and to deduct compensation paid under these plans and gains realized from stock options to the extent consistent with the provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended. However, the Committee may conclude that paying non-deductible compensation (such as some time-based restricted stock) is consistent with our shareholder’s best interests. Corning’s current performance-based incentive plans (including the annual cash bonuses paid under the Performance Incentive Plan and stock options and cash performance units awarded under the Corporate Performance Plan) generally are intended to be operated in compliance with Section 162(m) to ensure that compensation paid under those programs is deductible.

Accounting Implications

In designing our total 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. The Committee and the Company, while always cognizant of the accounting expense ascribed to various forms of cash compensation, benefits and equity awards, do not determine the respective amounts of awards to various executives and employees solely on the basis of the schedule of accounting expense recognition of such awards. The disclosed values of cash and equity long-term incentive awards are based on the accounting cost of awards covering multiple performance periods and historical grant prices that could be higher or lower than current stock prices. In addition, actual performance and the vesting/exercise dates of various awards have a dramatic impact on the actual value of awards received by plan participants.

Compensation Committee Report

The Compensation Committee of the Board of Directors (the “Committee”), 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 (“we”, “us”, “Corning” or the “Company”). The Committee approves the principles guiding the Company’s compensation philosophy, reviews and approves executive compensation levels (including cash compensation, equity incentives, benefits and perquisites for executive officers) and reports its actions to the Board of Directors for review and, as necessary, approval. The Committee is responsible for interpreting Corning’s 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 the Officer Group 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 within the Corporate Governance section of the Company’s 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, 2012.

The Compensation Committee:

Deborah D. Rieman, Chairman

John Seely Brown

Richard T. Clark

Gordon Gund

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Summary Compensation Table

The following tables, narrative and footnotes discuss the 2012 compensation of the Chairman, Chief Executive Officer and President, the Chief Financial Officer and the other three most highly compensated executive officers, who are referred to as the Named Executive Officers.

Named Executive Officer

Year

Salary

($)

Bonus

($)(8)

 

Stock

Awards (1)

($)

Option

Awards (2)

($)

Non-Equity

Incentive Plan

Compensation(3)

($)

Change in

Pension

Value And

Nonqualified

Deferred

Compensation

Earnings (4)

($)

All Other

Compensation(5)

($)

Total

($)

Wendell P. Weeks

Chairman, Chief

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

2011

 

1,167,154

0

1,749,994

1,707,225

2,323,076

 

2,913,618

 

472,465

 

10,333,531

2010

 

1,069,423

0

0

1,130,269

6,724,681

 

2,012,201

 

429,114

 

11,365,689

James B. Flaws

Vice Chairman and

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

2011

 

880,923

0

799,993

780,440

1,083,921

 

928,884

 

250,896

 

4,725,056

2010

 

852,731

0

0

530,539

3,532,329

 

1,126,535

 

238,876

 

6,281,010

Kirk P. Gregg

Executive Vice President and
Chief Administrative Officer

2012

 

634,885

0

500,006

476,749

1,805,264

 

1,747,802

 

133,278

 

5,297,985

2011

 

620,231

0

499,995

487,775

677,936

 

992,443

 

168,805

 

3,447,184

2010

 

600,115

0

0

374,839

2,447,897

 

983,105

 

161,458

 

4,567,415

Lawrence D. McRae

Executive Vice President,

Strategy and Development

2012

 

612,885

0

500,006

476,749

1,783,427

 

1,237,468

 

62,315

 

4,672,849

2011

 

598,269

0

437,494

426,816

597,180

 

1,619,219

 

70,530

 

3,749,508

 

 

 

 

Jeffrey W. Evenson

Senior Vice President and

Operations Chief of Staff

2012

 

434,500

800,000

(7)

275,001

262,213

1,023,947

 

94,851

 

479,849

 

3,370,360

2011

 

220,673

1,600,000

(7)

162,503

154,986

221,590

 

27,254

 

482,535

 

2,869,541

 

 

 

 

(1)

Amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock units granted pursuant to the Corning Corporate Performance Plan. Assumptions used in the calculation of these amounts are included in Note 19 to the Company’s audited financial statements for the fiscal year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2013. This same method was used for the fiscal years ended December 31, 2011 and 2010. There can be no assurance that the grant date fair value amounts will ever be realized.

(2)

Amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of stock option awards granted pursuant to the Corning Corporate Performance Plan. Assumptions used in the calculation of these amounts are included in Note 19 to the Company’s audited financial statements for the fiscal year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2013. This same method was used for the fiscal years ended December 31, 2011 and 2010. There can be no assurance that the grant date fair value amounts will ever be realized.

(3)

Amounts in this column reflect combined cash bonuses and cash performance units. All of the annual cash bonuses paid to the Named Executive Officers are performance-based. Cash bonuses are paid annually through two plans: (i) GoalSharing; and (ii) the Performance Incentive Plan. Awards earned under the 2012 GoalSharing plan were 6.26% of each Named Executive Officer’s year-end base salary and paid in February 2013. Awards earned under the 2012 Performance Incentive Plan were based on actual corporate performance compared to the Adjusted NPAT goals established for the plans in February 2012. Based on actual performance, each of the Named Executive Officers earned Performance Incentive Plan awards equal to 124% of their annual target bonus opportunities (established as a percentage of year-end base salary). Cash awards earned under the Performance Incentive Plan for 2012 will be paid in March 2013. The following table indicates awards earned under the GoalSharing Plan and the Performance Incentive Plan reflected in this column:

 

Named Executive Officer

Year End Base

Salary

($)

2012

PIP Target

%

Actual 2012 PIP

Performance

Results

(% Target)

2012

PIP Award

($)

Actual 2012

GoalSharing

Performance

%

2012

GoalSharing

Award

($)

 

Wendell P. Weeks

1,207,000

 

140

%

 

124

%

 

2,095,352

 

6.26

%

 

75,558

 

James B. Flaws

909,000

 

90

%

 

124

%

 

1,014,444

 

6.26

%

 

56,903

 

Kirk P. Gregg

640,000

 

75

%

 

124

%

 

595,200

 

6.26

%

 

40,064

 

Lawrence D. McRae

618,000

 

75

%

 

124

%

 

574,740

 

6.26

%

 

38,687

 

Jeffrey W. Evenson

438,000

 

65

%

 

124

%

 

353,028

 

6.26

%

 

27,419

 

Awards under the 2012 Corporate Performance Plan were based on actual corporate performance compared to the Adjusted EPS and Adjusted Operating Cash Flow goals established for the plans in February 2012. Based on actual performance, each of the Named Executive Officers earned cash performance units under the Corporate Performance Plan equal to 117% of their target opportunities. If earned, these cash performance units are subject to an additional two-year vesting period and will be paid in February 2015. The following table reflects the target amount of cash performance units and the awards earned under the 2012 Corporate Performance Plan reflected in the “Non-Equity Incentive Plan Compensation” column:

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Named Executive Officer

2012 CPP Target

Award ($)

Actual 2012 CPP

Performance

Results %

2012 CPP

Award ($)

 

Wendell P. Weeks

3,500,000

 

117

%

 

4,095,000

James B. Flaws

1,750,000

 

117

%

 

2,047,500

Kirk P. Gregg

1,000,000

 

117

%

 

1,170,000

Lawrence D. McRae

1,000,000

 

117

%

 

1,170,000

Jeffrey W. Evenson

550,000

 

117

%

 

643,500

(4)

Amounts in this column reflect the increase in the actuarial present value of the Named Executive Officer’s 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 Company’s financial statements. This column also includes amounts which the NEO may not currently be entitled to receive because such amounts are not vested. Although this column 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. Increases in the pension present values in the table are due primarily to a significant decrease in the actuarial discount rate used to value these amounts in each of the three years shown. Specifically the discount rate decreased 100 basis points from 4.75% to 3.75% from 2011 to 2012. Mr. Flaws is currently eligible for an unreduced pension benefit. Our other NEOs, Messrs. Weeks, Gregg, McRae and Evenson are eligible for an unreduced pension benefit at age 57, 55, 55 and 60, respectively, as more fully described under “Retirement Plans - Supplemental Pension Plan and Executive Supplemental Pension Plan”.

(5)

The following table shows “All Other Compensation” amounts provided to the Named Executive Officers. Personal aircraft rights and home security are the only services offered to the Named Executive Officers under the Executive Allowance Program. 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. The 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

Year

Company Match

on Qualified

401(k) Plan

($)

Company Match

on Supplemental

Investment Plan

($)

Value of

Personal Aircraft

Rights

($) (i)

Value of

Home Security

Costs

($) (ii)

Relocation

($)

Other

Perquisites

($) (iii)

TOTALS

($)

 

Wendell P. Weeks

2012

 

9,262

 

78,446

 

87,356

 

391,865

(iv)

0

5,368

 

572,297

2011

 

9,057

 

200,390

 

81,550

 

172,946

(iv)

0

8,523

 

472,465

2010

 

9,057

 

169,658

 

85,241

 

159,843

(iv)

0

5,315

 

429,114

 

James B. Flaws

2012

 

13,894

 

49,440

 

81,414

 

23,378

0

6,407

 

174,533

2011

 

13,585

 

129,258

 

78,272

 

23,759

0

6,022

 

250,896

2010

 

13,585

 

111,649

 

77,657

 

30,670

0

5,315

 

238,876

 

Kirk P. Gregg

2012

 

10,000

 

18,513

 

78,272

 

23,355

0

3,139

 

133,278

2011

 

9,778

 

52,947

 

81,960

 

23,759

0

361

 

168,805

2010

 

9,778

 

45,360

 

75,335

 

30,670

0

315

 

161,458

 

Lawrence D. McRae

2012

 

15,437

 

0

 

23,154

 

23,355

0

368

 

62,315

2011

 

15,129

 

0

 

31,281

 

23,759

0

361

 

70,530

 

Jeffrey W. Evenson

2012

 

10,000

 

8,424

 

37,702

 

23,355

400,000

(v)

368

 

479,849

2011

 

8,827

 

0

 

23,768

 

13,291

436,289

(v)

361

 

482,535

 

(i)

The Executive Allowance Program is tracked on a December 1 to November 30 year.

(ii)

These amounts include costs associated with home security.

(iii)

These amounts include cost attributable to executive physicals, service awards, an annual Board gift, and contributions made under the Corning Foundation Matching Gift program.

(iv)

This reflects company-paid expenses relating to personal and residential security benefitting Mr. Weeks and his family members. Mr. Weeks’ personal safety and security are of vital importance to the company’s business and prospects. These costs are appropriate corporate business expenses. However, because these costs can be viewed as conveying personal benefit to Mr. Weeks, they are reported as perquisites in this column.

(v)

Includes payments made to Dr. Evenson, as part of his offer to join Corning, to facilitate the sale of his prior home and to relocate to Corning, NY.

(6)

Mr. Flaws was paid a retention payment of $1.5 million in 2012 for agreeing to delay his retirement and allow for staggered executive successions. He will be eligible to receive another payment of $1.5 million in 2013, subject to his continued employment.

(7)

Pursuant to his compensation arrangement to join Corning, Dr. Evenson was paid cash payments of $1.6 million in 2011, and $800,000 in 2012.

(8)

Cash bonuses listed in this column are fixed non-performance based awards (such as retention payments or signing bonuses). Performance-based cash awards are listed under the “Non-Equity Incentive Plan Compensation” column.

 

CORNING INCORPORATED2013 Proxy Statement   35


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Grants of Plan-Based Awards

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Named
Executive
Officer

Award

Grant
Date

Date of
Committee
Action

Threshold(1)
($)

Target(1)

($)

 

Maximum(1)

($)

 

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 ($/Sh)

Closing Market Price on Date of Grant ($)

Grant Date Fair Value of Stock and Option Awards ($)

 

Wendell P. Weeks

Performance Incentive Plan

n/a

0

1,689,800

3,379,600

GoalSharing Plan

n/a

0

60,350

120,700

Cash Performance Units

1/3/12

1/3/12

0

3,500,000

(2)

5,250,000

(3)

Time-Based Restricted Stock Units

1/3/12

1/3/12

134,202

13.04

1,749,994

(4)

Stock Options

1/3/12

1/3/12

111,835

13.04

13.04

556,206

(5)

Stock Options

2/1/12

1/3/12

113,049

12.90

12.90

556,208

(5)

Stock Options

3/1/12

1/3/12

112,439

12.97

12.97

556,209

(5)

James B. Flaws

Performance Incentive Plan

n/a

0

818,100

1,636,200

GoalSharing Plan

n/a

0

45,450

90,900

Cash Performance Units

1/3/12

1/3/12

0

1,750,000

(2)

2,625,000

(3)

Time-Based Restricted Stock Units

1/3/12

1/3/12

67,101

13.04

874,997

(4)

Stock Options

1/3/12

1/3/12

55,918

13.04

13.04

278,106

(5)

Stock Options

2/1/12

1/3/12

56,525

12.90

12.90

278,106

(5)

Stock Options

3/1/12

1/3/12

56,219

12.97

12.97

278,102

(5)

Kirk P. Gregg

Performance Incentive Plan

n/a

0

480,000

960,000

GoalSharing Plan

n/a

0

32,000

64,000

Cash Performance Units

1/3/12

1/3/12

0

1,000,000

(2)

1,500,000

(3)

Time-Based Restricted Stock Units

1/3/12

1/3/12

38,344

13.04

500,006

(4)

Stock Options

1/3/12

1/3/12

31,953

13.04

13.04

158,917

(5)

Stock Options

2/1/12

1/3/12

32,300

12.90

12.90

158,918

(5)

Stock Options

3/1/12

1/3/12

32,125

12.97

12.97

158,915

(5)

Lawrence D. McRae

Performance Incentive Plan

n/a

0

463,500

927,000

GoalSharing Plan

n/a

0

30,900

61,800

Cash Performance Units

1/3/12

1/3/12

0

1,000,000

(2)

1,500,000

(3)

Time-Based Restricted Stock Units

1/3/12

1/3/12

38,344

13.04

500,006

(4)

Stock Options

1/3/12

1/3/12

31,953

13.04

13.04

158,917

(5)

Stock Options

2/1/12

1/3/12

32,300

12.90

12.90

158,918

(5)

Stock Options

3/1/12

1/3/12

32,125

12.97

12.97

158,915

(5)

Jeffrey W. Evenson

Performance Incentive Plan

n/a

0

284,700

569,400

GoalSharing Plan

n/a

0

21,900

43,800

Cash Performance Units

1/3/12

1/3/12

0

550,000

(2)

825,000

(3)

Time-Based Restricted Stock Units

1/3/12

1/3/12

21,089

13.04

275,001

(4)

Stock Options

1/3/12

1/3/12

17,574

13.04

13.04

87,404

(5)

Stock Options

2/1/12

1/3/12

17,765

12.90

12.90

87,405

(5)

Stock Options

3/1/12

1/3/12

17,669

12.97

12.97

87,404

(5)

(1)

Amounts shown in these columns reflect the award amounts under (i) the Company’s 2012 Performance Incentive Plan (PIP), (ii) 2012 GoalSharing Plan and (iii) the cash units under the 2012 Corporate Performance Plan. Awards under these plans are paid in cash. If the threshold level of performance is not met then the payout will be 0%. If the target amount of performance is met for GoalSharing and PIP, then payout is 100% of the target award. If the maximum level of performance is met for GoalSharing and PIP then payout is 200% of the target award. These amounts are based on the individual’s 2012 year-end base salary and bonus targets.

(2)

This amount reflects target amount of cash performance units that were approved for such Named Executive Officer on January 3, 2012 under the 2012 Corporate Performance Plan. Actual awards granted for these cash units may range from 0% to 150% of the target award.

(3)

This amount reflects maximum (150% of target) amount of cash performance units that were approved for such Named Executive Officer on January 3, 2012 under the 2012 Corporate Performance Plan. Actual awards earned for these cash units may range from 0% to 150% of the target award. Awards earned are subject to additional time vesting and will be paid in March 2015.

(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 2012 pursuant to the Corning 2012 Corporate Performance Plan, and corresponds to the amounts set forth in the “Stock Awards” column of the of the Summary Compensation Table. Stock awards vest 100% three years after grant date.

CORNING INCORPORATED2013 Proxy Statement   36


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Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2012. The table also shows unvested restricted stock awards assuming a market value of $12.62 a share (the NYSE closing price of the Company’s stock on December 31, 2012).

Option Awards

 

Stock Awards

Named

Executive

Officer

Grant

Date

Vesting

Code(1)

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

Number of

Securities

Underlying

Unexercised

Options

Unexer-

cisable

(#)

Equity Incentive

Plan Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number

of Shares

or Units of

Stock That

Have Not

Vested(2)

(#)

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested(3)

($)

Incentive

Plan Awards:

Number of

Unearned

Shares That

Have Not

Vested

(#)

Equity

Incentive

Plan Awards:

Market Value

of Unearned

Shares That

Have Not

Vested

($)

Wendell P. Weeks

04/28/05

D

 

130,000

0

0

 

13.68

04/27/2015

 

313,645

3,958,200

0

 

0

 

12/07/05

A

 

161,500

0

0

 

21.08

12/06/2015

 

 

 

01/02/06

B

 

80,750

0

0

 

19.68

01/01/2016

 

 

 

02/01/06

C

 

80,750

0

0

 

24.72

01/31/2016

 

 

 

12/06/06

A

 

136,500

0

0

 

21.89

12/05/2016

 

 

 

01/02/07

B

 

68,250

0

0

 

18.85

01/01/2017

 

 

 

02/01/07

C

 

68,250

0

0

 

20.86

01/31/2017

 

 

 

12/05/07

A

 

153,500

0

0

 

24.92

12/04/2017

 

 

 

01/02/08

B

 

76,750

0

0

 

23.37

01/01/2018

 

 

 

02/01/08

C

 

76,750

0

0

 

24.61

01/31/2018

 

 

 

12/03/08

D

 

93,334

0

0

 

8.67

12/02/2018

 

 

 

01/02/09

D

 

180,000

0

0

 

10.05

01/01/2019

 

 

 

02/02/09

D

 

280,000

0

0

 

10.25

02/01/2019

 

 

 

12/02/09

D

 

65,333

0

0

 

17.82

12/02/2019

 

 

 

01/04/10

D

 

43,555

21,778

0

 

19.56

01/04/2020

 

 

 

02/01/10

D

 

43,556

21,778

0

 

18.16

02/01/2020

 

 

 

01/03/11

D

 

22,517

45,034

0

 

19.19

01/03/2021

 

 

 

02/01/11

D

 

19,043

38,088

0

 

22.69

02/01/2021

 

 

 

03/01/11

D

 

19,614

39,228

0

 

22.03

03/01/2021

 

 

 

01/03/12

C

 

0

111,835

0

 

13.04

01/03/2022

 

 

 

02/01/12

C

 

0

113,049

0

 

12.90

02/01/2022

 

 

 

03/01/12

C

 

0

112,439

0

 

12.97

03/01/2022

 

 

 

Total

 

1,799,952

503,229

 

 

 

 

James B. Flaws

12/07/05

A

 

77,000

0

0

 

21.08

12/06/2015

 

147,285

1,858,737

0

 

0

 

01/02/06

B

 

38,500

0

0

 

19.68

01/01/2016

 

 

 

02/01/06

C

 

38,500

0

0

 

24.72

01/31/2016

 

 

 

12/06/06

A

 

66,000

0

0

 

21.89

12/05/2016

 

 

 

01/02/07

B

 

33,000

0

0

 

18.85

01/01/2017

 

 

 

02/01/07

C

 

33,000

0

0

 

20.86

01/31/2017

 

 

 

02/13/07

A

 

18,932

0

0

 

21.92

02/02/2013

 

 

 

04/30/07

A

 

23,327

0

0

 

23.72

02/02/2013

 

 

 

12/05/07

A

 

72,000

0

0

 

24.92

12/04/2017

 

 

 

01/02/08

B

 

36,000

0

0

 

23.37

01/01/2018

 

 

 

02/01/08

C

 

36,000

0

0

 

24.61

01/31/2018

 

 

 

12/03/08

D

 

43,445

0

0

 

8.67

12/02/2018

 

 

 

01/02/09

D

 

43,445

0

0

 

10.05

01/01/2019

 

 

 

02/02/09

D

 

43,445

0

0

 

10.25

02/01/2019

 

 

 

12/02/09

D

 

30,666

0

0

 

17.82

12/02/2019

 

 

 

01/04/10