Corning (GLW) Proxy filing summary

Executive summary

• Achieved record core sales and EPS in 2025, with double-digit core sales growth and core EPS growing twice as fast as sales, driven by the successful execution of the Springboard plan, which reached its core operating margin target of 20% a year early.

• Entered 2026 with a strong growth outlook, supported by long-term, de-risked contracts with major customers and expanded manufacturing capacity, including a $6B agreement with Meta and a $2.5B commitment from Apple.

• Returned over $1.1B to shareholders in 2025 through dividends and share repurchases, with a 1-, 3-, and 5-year TSR of 88%, 198%, and 179%, respectively, outperforming the S&P 500 and peer group.

• Board recommends voting for all director nominees, executive compensation, and auditor ratification, but against a shareholder proposal to require an independent board chair.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 10 directors, advisory approval of executive compensation (Say on Pay), ratification of PwC as auditor, and a shareholder proposal for an independent chair policy.

• Board recommends voting for all directors, Say on Pay, and auditor ratification, and against the independent chair proposal, citing the effectiveness of the current leadership structure.

Board of directors and corporate governance

• Board consists of 10 directors, 90% independent, with a mix of tenures and diverse skills in finance, technology, operations, and global markets.

• Board leadership combines Chairman/CEO roles with a strong Lead Independent Director, Dr. Stephanie Burns, and independent committee chairs.

• Annual board and committee evaluations, robust refreshment strategy, and proxy access rights for shareholders.

• All board committees except the Executive Committee are composed entirely of independent directors.