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
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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March 21, 2011
Dear Shareholder:
We are soliciting your support for: (1) nominees for election to the Board of Directors; (2) approval of the advisory vote on executive compensation; (3) support for a one-year frequency of that advisory vote on executive compensation, and (4) ratification of PricewaterhouseCoopers as independent registered public accounting firm; as well as (5) opposing the shareholder proposal that seeks a right for 10% of shareholders to call special meetings. We wanted to summarize the following items as you consider your vote:
PROXY MATTERS
| • | Advisory Vote on Executive Compensation (Say-on-Pay) |
| • | Advisory Vote on Frequency of Advisory Vote on Executive Compensation (Frequency of Say-on-Pay) |
| • | Ratification of Appointment of Independent Public Accounting Firm |
| • | Shareholder Proposal for Special Shareholder Meetings |
ADVISORY VOTE ON EXECUTIVE COMPENSATION
| • | Say-on-Pay vote is advisory and non-binding, but the Board values shareholder opinions |
| • | We believe our executive compensation program is well designed to support Corning’s strategic framework for creating shareholder value: |
| — | 84% of total direct comp. delivered in annual & long-term incentives based on annual financial targets or stock price |
| — | Annual dilution less than 1% |
| — | Adjusted to reflect current economic conditions |
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Executive compensation program has evolved to reflect changing governance standards:
| • | Named executive officers subject to stock ownership guidelines |
| — | Ownership of each exceeded guidelines in 2010 |
| • | Equity plan prohibits repricing of stock options |
| • | Clawback policy adopted in 2007 |
| • | Hedging policy prohibits officers/directors from trading in options |
| • | Benefits under all executive severance limited to 2.99X since July 2004 |
| • | Reload stock options discontinued in 2003 |
Corning’s Board of Directors unanimously
recommends a vote of approval
ADVISORY VOTE ON FREQUENCY
OF ADVISORY VOTE ON EXECUTIVE COMPENSATION
| • | Frequency vote is advisory and non-binding, but the Board values shareholder opinions |
| • | We believe an annual advisory vote provides the most consistent communication with shareholders on Say-on-Pay |
Corning’s Board of Directors unanimously
recommends an annual advisory vote
SHAREHOLDER PROPOSAL FOR SPECIAL
SHAREHOLDER MEETINGS
| • | Proposal asking Board to amend By-Laws & Certificate so only 10% of shareholders can call special shareholder meetings |
| • | Corning’s Board of Directors opposes this shareholder proposal: |
| — | Costly and time-consuming |
| — | Most S&P 500 companies don’t allow shareholders to call special meetings |
| — | Proposed 10% shareholder level is very low |
| — | Most shareholder proposals seeking 10% special meeting call rights failed to pass at 2010 annual meetings |
SHAREHOLDER PROPOSAL FOR SPECIAL
SHAREHOLDER MEETINGS
| • | Special shareholder meetings are extraordinary events that are expensive, disruptive and time-consuming |
| • | Proposal is excessive and without clear benefit to other Corning shareholders: |
| — | Permits very small groups to call meetings |
| — | May be abused by self-interested shareholders |
| — | Allows advancing of narrow interests at company expense |
| — | Has no limits on number of special meetings |
| — | Best if shareholders use current Proxy & Annual Meeting process to raise issues |
I hope you will join our Board in opposing the shareholder proposal. I also hope you will join in electing the six nominees to the Board of Directors, in approving the advisory vote on executive compensation and a one-year frequency of such advisory votes.
Very truly yours,
| /s/ James B. Flaws |
| James B. Flaws |
| Vice Chairman and Chief Financial Officer |