Independent
Tenure on this board
0.7 yrs
10 nominees · 4 ballot items.
Election of 10 directors; Advisory approval of executive compensation (Say on Pay); Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm; Shareholder proposal to adopt an independent-chair policy; and any other business properly before the meeting.
Elect 10 nominees to the Board for one-year terms until the next annual meeting.
Advisory vote to approve the compensation of Named Executive Officers as disclosed in the proxy statement (CD&A and compensation tables).
The proposal asks shareholders to approve, on an advisory basis, the company's executive compensation as disclosed in the CD&A and compensation tables. Management seeks approval to affirm their pay-for-performance program, which heavily ties compensation to core EPS, core net sales, adjusted free cash flow, and ROIC modifiers; the board recommends FOR, citing strong 2025 performance, alignment of incentives with long-term shareholder value, robust governance like clawbacks, stock ownership requirements, no excise tax gross-ups for post-2004 agreements, and independent committee oversight. The vote is non-binding but informs future compensation decisions and shareholder engagement; Corning notes high historical shareholder support (about 86% in 2025) and extensive outreach. Given Corning’s strong 2025 results (record core sales, core EPS growth, achieved Springboard targets), management argues the program functioned effectively; critics may point to CEO pay level and long-term incentive design, but the board emphasizes responsiveness to shareholders and use of independent consultants in setting pay. The board’s recommendation is supported by detailed disclosure of metrics, peer comparisons, and compensation governance practices.
Ratify PwC as Corning’s independent auditor for fiscal year 2026.
Shareholder proposal (AFL-CIO Reserve Fund) requests the Board adopt a policy requiring the Board Chair be an independent director who has not previously served as an executive officer of the Company.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.86% | 50,456,014 | $6.9B |
| 2 | STATE STREET CORP | 4.21% | 36,263,357 | $4.9B |
| 3 | BlackRock, Inc. | 3.42% | 29,431,649 | $4.0B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.28% | 28,271,740 | $3.8B |
| 5 | Capital Research Global Investors | 2.54% | 21,847,495 | $3.0B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.14% | 18,447,364 | $2.5B |
| 7 | BlackRock, Inc. | 1.87% | 16,086,649 | $2.2B |
| 8 | FMR LLC | 1.84% | 15,868,638 | $2.2B |
| 9 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 1.18% | 10,133,475 | $1.4B |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 0.97% | 8,362,370 | $1.1B |
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