SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Corning Incorporated
(Name of Registrant as Specified In Its Charter)
Corning Incorporated
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0.11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
Notice of 1999
Annual Meeting of Shareholders
and Proxy Statement
[CORNING LOGO]
<PAGE>
Please Note the Accompanying
Proxy Statement and Proxy Card
It is important to you and to the Corporation that your shares be represented
at the meeting regardless of the number you may hold. If you are unable to be
present in person, we ask that you sign, date and return the enclosed proxy in
favor of the proxy committee designated by the Board of Directors.
Instead of submitting your proxy vote by mail with the paper proxy card, you
may vote electronically via the Internet or by telephone. Shareholders of
record may vote telephonically by calling 877-587-0755 or over the Internet at
http://www.harrisbank.com/wproxy. The telephone number is available only for
calls originating in the United States or Canada. The Internet and telephone
arrangements are described in greater detail at the bottom of Corning's proxy
card itself. New York's Business Corporation Law was amended in 1998 to provide
for proxy voting by electronic means.
Please note that there are separate Internet and telephone voting arrangements
for shareholders who hold their shares through a bank, broker or other holder
of record. If you hold your shares through another, you should check the proxy
card or other information provided by the bank, broker or other holder of
record to determine the voting options available.
Notice of Annual Meeting
To Shareholders of Corning
Incorporated:
Notice is hereby given that the Annual Meeting of the holders of Common Stock
and Series B 8% Convertible Preferred Stock of Corning Incorporated will be
held in the office of the Corporation (in the Corning Glass Center) in the City
of Corning, State of New York, on Thursday, April 29, 1999 at 11:00 o'clock
A.M. The principal business of the meeting will be:
(a) To elect five Directors for three-year terms; and
(b) To transact such other business as may properly come before the meeting.
A. John Peck, Jr.
Vice President and Secretary
Corning Incorporated
One Riverfront Plaza
Corning, New York 14831
March 10, 1999
<PAGE>
Proxy Statement
Relating to the Annual Meeting of Shareholders, April 29, 1999. The
enclosed proxy is solicited by the Board of Directors of Corning Incorporated
(the "Corporation" or "Corning"), Corning, New York 14831. The Corporation
anticipates that this Notice of Annual Meeting and Proxy Statement and the
enclosed proxy will be mailed to holders of the Corporation's Common Stock and
Series B 8% Convertible Preferred Stock (the "Preferred Stock") commencing on
or about March 18, 1999. This Notice of Annual Meeting and Proxy Statement, the
proxy and the 1998 Annual Report are also available on the Corporation's
Internet site at http://www.corning.com/investor/index.html.
The proxy may be revoked by written notice to the Corporation prior to the
meeting, by written notice to the Secretary at the meeting or by timely
delivery of a properly executed, later-dated proxy (including an Internet or
telephone vote) at any time prior to being voted at the meeting. Each valid and
timely proxy not revoked will be voted at the meeting in accordance with the
instructions thereon.
Holders of Common and Preferred Stock on the books of the Corporation at
the close of business on March 10, 1999 are entitled to notice of and to vote
at the meeting. On February 3, 1999, the Corporation had outstanding
231,577,256 shares of Common Stock, each entitled to one vote, and 169,966
shares of Preferred Stock, each entitled to four votes.
In October 1998 the Corporation's by-laws were amended, consistent with
certain amendments of New York's Business Corporation Law adopted in 1998, to
change the date for fixing the record date for calling shareholder meetings and
taking certain shareholder action from not more than fifty days to not more
than sixty days prior to such date and the taking of such action. March 10,
1999, the record date for the 1999 Annual Meeting, is fifty days prior to the
date of the meeting.
Action to be Taken Under
the Proxy
The persons acting under the proxy will vote the shares represented
thereby for the election of John Seely Brown, Gordon Gund, John M. Hennessy,
John W. Loose and H. Onno Ruding as directors. The Board of Directors does not
know of any other business to be brought before the meeting, but it is intended
that, as to any such other business, a vote may be cast pursuant to the proxy
in accordance with the judgment of the person or persons acting thereunder.
Should any above-named nominee for the office of director become unable to
accept nomination or election, which is not anticipated, it is intended that
the persons acting under the proxy will vote for the election of such other
person as the Board of Directors may recommend.
Voting Procedures
New York's Business Corporation Law provides that, a quorum being present,
nominees for the office of director are to be elected by a plurality of votes
cast at the meeting. Only shares affirmatively voted in favor of a nominee will
be counted toward the
1
<PAGE>
achievement of a plurality. Votes withheld (including broker non-votes) are
counted as present for the purpose of determining a quorum but are not counted
as votes cast in determining the plurality.
Nominees for Election as Directors
The Corporation's Board of Directors is divided into three classes. Each
of the above-named nominees for the office of director is a member of the
present Board of Directors and was elected by the Corporation's security
holders. The terms of John Seely Brown, Gordon Gund, John M. Hennessy, John W.
Loose, Henry Rosovsky and H. Onno Ruding expire this year. Under the terms of
the Board's retirement policy, Dr. Rosovsky is not standing for re-election.
Mr. Van C. Campbell, Vice Chairman and a director of the Corporation since
1983, expects to retire as an employee on May 1, 1999 and will resign as a
director on such date. No nominee is now the beneficial owner of any of the
securities (other than directors' qualifying shares) of any of the
Corporation's subsidiaries. Certain information with respect to nominees for
election as directors and directors whose term of office will continue after
the Annual Meeting is set forth below.
Nominees for Election for Terms Expiring in 2002
[Photo of
John Seely Brown]
John Seely Brown++
Vice President and Chief Scientist
Xerox Corporation
Dr. Brown has served Xerox Corporation since 1978 in
various scientific research positions, in 1986 being
elected vice president in charge of advanced research,
in 1990 being appointed director of the Palo Alto
Research Center, and in 1992 being named chief
scientist of Xerox. Dr. Brown is a director of General
Instrument Corporation and Varian Associates Inc.
Director since 1996. Age 58.
2
<PAGE>
[Photo of
Gordon Gund]
Gordon Gund++
President and Chief Executive Officer
Gund Investment Corporation
Mr. Gund is, and since his election as a director of
the Corporation has been, the principal owner of the
Cleveland Cavaliers National Basketball Association
team and chairman of the Board of Governors of the
National Basketball Association. He is also principal
owner and chairman of Nationwide Advertising Service,
Inc. He is a director of the Kellogg Company. Director
since 1990. Age 59.
[Photo of
John M. Hennessy]
John M. Hennessy++
Chairman Private Equity
Credit Suisse First Boston Corporation
Mr. Hennessy became managing director of First Boston
Corporation in 1974 after serving the public in various
financial positions. In 1989 he was elected chairman of
the executive board and group chief executive officer
of CS First Boston Inc. He retired from the latter
position on December 31, 1996. Mr. Hennessy is a
director of M.I.T. Corporation and Credit Suisse Group,
Zurich. Director since 1989. Age 62.
[Photo of
John W. Loose]
John W. Loose*
President, Corning Communications
Corning Incorporated
Mr. Loose has served Corning in various commercial and
management positions since 1964, being elected
executive vice president, Information Display Group, in
1990, president of Corning Vitro Corporation (later
named Corning Consumer Products Company) in 1993 and to
his present position in 1996. Mr. Loose is a director
of Polaroid Corporation and chairman of the board of
Siecor Corporation. Director since 1996. Age 57.
3
<PAGE>
[Photo of
H. Onno Ruding]
H. Onno Ruding++
Vice Chairman
Citibank, N.A.
Dr. Ruding has served private firms and the public
(serving as Minister of Finance of the Netherlands from
1982-1989) in various financial positions, serving as a
director of Citicorp from 1990 to 1998, vice chairman
of Citicorp from 1992 to 1998 and vice chairman of
Citibank, N.A. from 1992 to the present. Dr. Ruding is
a director of Pechiney and Citibank, N.A., an advisory
director of Unilever N.V. and Unilever PLC, an advisor
to Robeco and a member of the Committee for European
Monetary Union and the Trilateral Commission. Director
since 1995. Age 59.
Directors Whose Terms Will Expire 2001
[Photo of
Roger G. Ackerman]
Roger G. Ackerman*
Chairman of the Board and Chief Executive Officer
Corning Incorporated
Mr. Ackerman joined Corning in 1962 and was elected
group president of Corning in 1985, president and chief
operating officer in 1990 and to his present position
in 1996. Mr. Ackerman is a director of The Pittston
Company and The Massachusetts Mutual Life Insurance
Company, chairman of The Business Council of New York
State and president of the Foundation for the Malcolm
Baldridge National Quality Award. Director since 1985.
Age 60.
[Photo of
John H. Foster]
John H. Foster++
Chairman of the Board
NovaCare, Inc.
Founder of NovaCare, Inc., Mr. Foster is also founder,
chairman of the board and chief executive officer of
Foster Management Company. He is a director of Integra,
Inc. and Access Worldwide Communications, Inc., a
trustee of the Hospital for Special Surgery, the
Children's Hospital of Philadelphia and the
Independence Seaport Museum and a member of the Dean's
Council of the Harvard School of Public Health and the
Amos Tuck School Board of Overseers. Director since
1994. Age 56.
4
<PAGE>
[Photo of
Norman E. Garrity]
Norman E. Garrity*
President, Corning Technologies
Corning Incorporated
Mr. Garrity joined Corning in 1966 and was named a vice
president in 1984, senior vice president of
manufacturing and engineering for the Specialty
Materials Group in 1987, executive vice president in
1990 and to his present position in 1996. Mr. Garrity
is a director of Work & Technology Institute, the
National Association of Manufacturers, a trustee of
Bucknell University and co-chair of the Coalition for
Open Trade. Director since 1996. Age 57.
[Photo of
Catherine A. Rein]
Catherine A. Rein++
President and Chief Executive Officer
Metropolitan Property and Casualty
Insurance Company
Ms. Rein joined Metropolitan Life Insurance Company in
1985, being named executive vice president in charge of
corporate services in 1989 and senior executive vice
president in charge of the business services group in
1998. She was elected to her present position in 1999.
Ms. Rein is a director of the Bank of New York, Inc.,
New England Financial Services, Inc., Inroads/NYC, Inc.
and GPU, Inc. and trustee of the New York University
Law Center Foundation. Director since 1990. Age 55.
[Photo of
William D. Smithburg]
William D. Smithburg++
Retired Chairman, President and
Chief Executive Officer
The Quaker Oats Company
Mr. Smithburg joined Quaker Oats in 1966, being elected
president in 1979 and chairman and chief executive
officer in 1983. He also served as president from
November 1990 to January 1993 and from November 1995 to
November 1997 when he retired. Mr. Smithburg is a
director of Abbott Laboratories, Northern Trust
Corporation and Prime Capital Corp. Director since
1987. Age 60.
5
<PAGE>
Directors Whose Terms Will Expire 2000
[Photo of
Robert Barker]
Robert Barker++
Professor and Provost Emeritus
Cornell University
Dr. Barker has served on the faculties of the
University of Iowa, Michigan State University and
Cornell University. In 1995 he retired from Cornell
University where he had served since 1979 as Professor
of Biochemistry, Director of the Division of Biological
Sciences, as Vice President for Research and Advanced
Studies, as Provost, as Senior Provost and as Director
and Senior Fellow of the Center for the Environment.
Director since 1986. Age 70.
[Photo of
James R. Houghton]
James R. Houghton++
Chairman Emeritus
Corning Incorporated
Mr. Houghton joined Corning in 1962. He was elected a
vice president of Corning and general manager of the
Consumer Products Division in 1968, vice chairman in
1971, chairman of the executive committee and chief
strategic officer in 1980 and chairman and chief
executive officer in April 1983, retiring in April
1996. Mr. Houghton is a director of Metropolitan Life
Insurance Company, J. P. Morgan & Co. Incorporated and
Exxon Corporation. He is a trustee of The Metropolitan
Museum of Art, The Pierpont Morgan Library and The
Corning Museum of Glass and a member of The Harvard
Corporation. Director since 1969. Age 62.
[Photo of
James W. Kinnear]
James W. Kinnear++
Retired President and Chief Executive Officer
Texaco Inc.
Mr. Kinnear joined Texaco Inc. in 1954, was elected a
director in 1977 and from 1987 until April, 1993 served
as president and chief executive officer. Mr. Kinnear
is a director of ASARCO Incorporated, Paine Webber
Group Inc. and Saudi Arabian Oil Company. He is
Chairman of the Metropolitan Opera Association and a
member of the Board of Overseers and Managers of
Memorial Sloan-Kettering Cancer Center. Director since
1978. Age 70.
6
<PAGE>
[Photo of
James J. O'Connor]
James J. O'Connor++
Retired Chairman of the Board and
Chief Executive Officer
Unicom Corporation
Mr. O'Connor joined Commonwealth Edison Company in
1963. He became president in 1977, a director in 1978
and chairman and chief executive officer in 1980. In
1994 he was also named chairman and chief executive
officer of Unicom Corporation, which then became the
parent company of Commonwealth Edison, retiring in
1998. Mr. O'Connor is a director of Tribune Company,
Everen Capital Corporation, Scotsman Industries,
Smurfit-Stone Container Corporation and United
Airlines. Director since 1984. Age 61.
* Member of the Executive Committee
++ Alternate member of the Executive Committee
Security Ownership of Certain Beneficial Owners
Unless otherwise indicated, each of the persons named in paragraph (a) and
in paragraph (b) below has sole voting and investment power with respect to the
shares listed.
(a) The only persons who, to the knowledge of the management, owned
beneficially on December 31, 1998 more than 5% of the outstanding shares of
Common and Preferred Stock of the Corporation are set forth below:
<TABLE>
<CAPTION>
Shares Owned
Name and Address and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------------- ---------------------- ---------
<S> <C> <C>
Brinson Partners, Inc. 11,849,960 Common(1) 5.11%
209 South LaSalle Street
Chicago, IL 60604-1295
Capital Research and 12,812,600 Common(2) 5.53%
Management Company
333 South Hope Street
Los Angeles, CA 90071
Scudder Kemper 14,183,302 Common(3) 6.12%
Investments, Inc.
345 Park Avenue
New York, NY 10154
</TABLE>
(1) Brinson Partners, Inc. and its indirect parent entity, UBS AG, share voting
and investment power with respect to such shares.
(2) Capital Research and Management Company has sole investment power and no
voting power with respect to such shares.
(3) Scudder Kemper Investments, Inc. has sole voting power with respect to
3,263,456 shares, shared voting power with respect to 9,901,664 shares, sole
invest-
7
<PAGE>
ment power with respect to 14,059,488 shares and shared investment power with
respect to 123,814 shares.
(b) Set forth below is the number of shares of Common Stock (and the
voting equivalent thereof represented by outstanding shares of Preferred Stock)
of the Corporation beneficially owned on December 31, 1998 by the directors and
nominees for directors, by the chief executive officer and the four other most
highly compensated executive officers (the "named executive officers") and by
all directors and executive officers of the Corporation as a group:
<TABLE>
<CAPTION>
Shares Owned
and Nature Percent
of Beneficial of
Name Ownership(1)(2)(3) Class(7)
- --------------------------------------------------------------
Directors
- ---------
<S> <C> <C>
Robert Barker 8,447(4) --
- --------------------------------------------------------------
John S. Brown 6,229(4) --
- --------------------------------------------------------------
John H. Foster 7,829(4) --
- --------------------------------------------------------------
Gordon Gund 302,057(4) --
- --------------------------------------------------------------
John M. Hennessy 9,664(4) --
- --------------------------------------------------------------
James R. Houghton 1,148,056(5) --
- --------------------------------------------------------------
James W. Kinnear 11,514(4) --
- --------------------------------------------------------------
James J. O'Connor 11,850(4) --
- --------------------------------------------------------------
Catherine A. Rein 10,345(4) --
- --------------------------------------------------------------
Henry Rosovsky 8,949(4) --
- --------------------------------------------------------------
H. Onno Ruding 7,024(4) --
- --------------------------------------------------------------
William D. Smithburg 9,429(4) --
- --------------------------------------------------------------
Named Executive Officers
- ------------------------
[*also serve as directors]
Roger G. Ackerman* 681,641 --
- --------------------------------------------------------------
Van C. Campbell* 532,694 --
- --------------------------------------------------------------
Charles W. Deneka 176,043 --
- --------------------------------------------------------------
Norman E. Garrity* 457,126 --
- --------------------------------------------------------------
John W. Loose* 441,454 --
- --------------------------------------------------------------
All Directors and Executive
Officers as a Group 5,006,891(6) 2.16%
</TABLE>
(1) Includes shares of Common Stock, subject to forfeiture and restrictions on
transfer, granted pursuant to the Corporation's Incentive Stock Plans as well
as options to purchase shares of Common Stock exercisable within 60 days under
the Corporation's Stock Option Plans. Messrs. Ackerman, Campbell, Deneka,
Garrity, Houghton and Loose have the right to
8
<PAGE>
purchase 287,880; 230,333; 65,545; 207,046; 420,428 and 181,292 shares,
respectively, pursuant to such options. All directors and executive officers as
a group hold options to purchase 1,854,691 such shares.
(2) Includes shares of Common Stock, subject to forfeiture and restrictions on
transfer, issued pursuant to the Corporation's Restricted Stock Plans for
Non-Employee Directors.
(3) Includes shares of Common Stock and the voting equivalent thereof in
Preferred Stock, on the basis of four shares of Common Stock for each share of
Preferred Stock, held by The Chase Manhattan Bank, N.A. as the trustee of the
Corporation's Investment Plans for the benefit of the members of the group, who
may instruct the trustee as to the voting of such shares. If no instructions
are received, the trustee votes the shares in the same proportion as it votes
the shares for which instructions were received. Shares of Preferred Stock may
be held only by the trustee. The power to dispose of shares of Common and
Preferred Stock is also restricted by the provisions of the Plans. The trustee
holds for the benefit of Messrs. Ackerman, Campbell, Deneka, Garrity, Houghton
and Loose, and all directors and executive officers as a group the equivalent
of 26,347; 416; 9,239; 15,639; 51,312; 14,217 and 163,085 shares of Common
Stock, respectively, and for the benefit of all employees who participate in
the Plans the equivalent of 11,375,508 shares of Common Stock (being 4.9% of
the Class), each entitled to one vote, being 10,661,236 shares of Common Stock
and the voting equivalent of 178,568 shares of Preferred Stock (being 100% of
the Class), each entitled to four votes.
(4) In addition, Messrs. Barker, Brown, Foster, Gund, Hennessy, Kinnear,
O'Connor, Rosovsky, Ruding and Smithburg and Ms. Rein have credited to their
accounts the equivalent of an aggregate of 13,571; 2,764; 4,598; 10,010;
12,245; 21,194; 8,664; 10,048; 1,763; 17,407 and 1,727 shares, respectively, of
Common Stock in valuation entry form under the Corporation's Deferred
Compensation Plan for Directors. Deferred fees will be paid solely in cash at
or following termination of service as a director.
(5) Includes 442,220 shares held in trusts by Market Street Trust Company as a
co-trustee for the benefit of Mr. Houghton as income beneficiary. Does not
include 8,122,012 shares held in trusts by Market Street Trust Company, as to
which Mr. Houghton disclaims beneficial ownership. Market Street Trust Company
is a limited purpose trust company controlled by the Houghton family, the
directors of which include James R. Houghton and other Houghton family members.
(6) Does not include 109,039 shares owned by the spouses and minor children of
certain executive officers and directors as to which such officers and
directors disclaim beneficial ownership.
(7) Unless otherwise indicated, does not exceed 1% of the Class of Common
Stock.
9
<PAGE>
Report of the Compensation Committee of the Board of Directors on Executive
Compensation
Executive compensation at Corning is administered by the Compensation
Committee of the Board of Directors, composed entirely of non-employee
directors. The following is the Committee's report.
The Compensation Committee reviews and recommends executive compensation
levels, cash and equity incentives for executive officers and reports such
recommendations to the Board for its consideration and action.
The philosophy underlying, and the strategies guiding, the Committee's
recommendations regarding the Corporation's compensation program, the impact of
performance within that program and a description of actions affecting 1998
compensation for Mr. Ackerman, Chairman of the Board and Chief Executive
Officer of the Corporation, are discussed below.
Compensation Philosophy
The Committee is responsible for ensuring that executive compensation is
based on objective measures of performance at the individual, corporate and
applicable business unit level. The Committee believes that compensation should
be driven by the long-term interests of the shareholders and should be directly
linked to corporate performance.
Compensation Strategy
The Committee's basic strategic compensation principles are as follows:
o Executive compensation will reward performance and contribution to
shareholder value and be competitive with positions of similar
responsibility at other companies of comparable complexity and size. The
companies which meet such parameters are referred to as Corning's
comparable companies. The list of comparable companies is reviewed and
modified periodically.
o As employees assume greater responsibilities, an increasing share of
their total compensation package will be derived from variable incentive
compensation (both of a long- and short-term nature) generated by
achievement of performance objectives designed to produce long-term
growth in shareholder value.
o Performance-based equity incentives, including stock option grants, are
effective ways to align the long-term interests of employees with those
of shareholders.
o Stock ownership fosters commitment to long-term shareholder value.
Executives are encouraged to own and hold Common Stock through the design
of the Corporation's long-term equity plans and in communications which
stress the commitment to long-term value.
o The benefits package for executives will be substantially identical to
that offered to all salaried employees and will be designed to encourage
long-term commitment to the Corporation.
The executive compensation program is composed of three elements: base
salary; annual cash incentives; and long-term incentives, including
10
<PAGE>
cash, equity and stock options. The Committee tests annually each element of
the compensation program against market surveys provided by independent
compensation consultants. Such surveys currently include companies engaged in a
variety of manufacturing and service industries, many of which are "Fortune
500" companies and companies included in the S&P 500 Index and some of which
are included in the S&P Diversified Manufacturing Index.
It is Corning's compensation strategy to target base salary at
approximately the median of the Corning comparable companies and to have the
short-term variable pay and long-term incentive compensation components drive
total compensation to the top quartile of such companies if performance meets
or exceeds such top quartile performance.
Compensation Deductibility
As a matter of practice, the Committee sets performance-based goals
annually under the Corporation's Variable Compensation Plan and periodically
under the Corporation's long-term incentive plan (the Corporate Performance
Plan described in the section below entitled Compensation Program) and the
Corporation deducts compensation paid upon attainment of such goals in such
Plans to the extent consistent with the provisions of Section 162(m) of the
Internal Revenue Code of 1986. As a result of the modification by the Committee
during 1998 of performance-based goals under the Corporation's Variable
Compensation Plan, however, certain compensation paid to one or more of the
named executive officers for 1998, while performance-based, was not deductible
in accordance with the provisions of Section 162(m).
Compensation Program
Annual compensation of the named executive officers as shown in the
"Salary" and "Bonus" columns of the Summary Compensation Table, and
recommendations by the Committee to adjust salary levels and bonus targets, are
based on an individual's responsibilities, overall corporate performance,
external comparative compensation information and performance against
established financial goals such as return on equity, net income and earnings
per share.
Annual variable incentives are paid in cash through the Variable
Compensation Plan under which minimum, target and maximum awards are set by the
Committee based on position level. Awards are earned based on achievement of
annual predetermined net earnings goals set by the Committee. In 1998, actual
performance against these financial goals was significantly less than expected.
Weak performance in the first half of the year yielded cash bonus payments
which were signficantly below the cash targets established by the Committee.
Under the 1994 and 1998 Employee Equity Participation Programs, the
Corporation developed a series of performance-based plans (the "Corporate
Performance Plan"). The Corporate Performance Plan provides the mechanism to
reward improvement in corporate performance as measured by earnings per share.
Under the Corporate Performance Plan covering the 1996-1998 perform-
11
<PAGE>
ance period, the Committee established minimum, target and maximum goals for
each performance year. It awarded shares of Common Stock at target to executive
officers in December 1997 for 1998 performance. Shares earned under the Plan
may range from 0% to 150% of the target award, depending on actual performance
results. Any shares earned under the Plan are subject to forfeiture and
restrictions on transfer for two years following the end of the performance
period. Based on earnings per share in 1998, as adjusted for certain one-time
events and/or other unusual or non-recurring items, the Committee determined
that none of the shares awarded in December 1997 to the named executive
officers were earned under the Corporate Performance Plan and all such shares
were forfeited.
The Committee has established a new Corporate Performance Plan for 1999
and subsequent performance years. Under such new Plan, the Committee has placed
greater emphasis on the value of stock options than under the 1996-1998 Plan
and in place of annual awards of performance-based restricted shares has
granted multi-year performance-based incentive cash rights. Stock options and
incentive cash rights covering the 1999-2001 performance period were granted to
the named executive officers in October 1998. Stock options granted to the
named executive officers in 1998 are shown in the table entitled "Option/SAR
Grants in Last Fiscal Year."
In determining the number of stock options and the value of cash incentive
rights to be made available to executives under the Corporate Performance Plan
for 1999-2001, the Committee evaluated the comparative external market data
described above with respect to the stock options granted and performance-based
incentives awarded to executives by the Corning comparable companies. The
Committee believes that the new Plan better aligns management and shareholder
interests in increasing shareholder value.
The qualified pension and welfare benefits provided to executives are
substantially equal to those provided to salaried employees participating in
like plans. Employees whose pensionable earnings exceed federal limits and who
participate in qualified retirement and investment plans are eligible to
participate in non-qualified supplemental retirement and investment plans.
CEO Compensation Actions--1998
1998 was another year of significant change and transition for the
Corporation. The Corporation successfully completed the divestiture of its
consumer products business. Equity markets worldwide continued to be volatile.
The Corporation experienced the impact of financial crises in Asia. Throughout
the year, the Corporation continued to make investments in accordance with its
core strategies and to contain its operating costs, in part by offering a
supplemental early retirement program. The Corporation's 1998 financial
performance, while disappointing compared to 1997, showed stronger results in
the second half of the year. Many of the Corporation's executive compensation
programs reflected the disappointing results in 1998.
12
<PAGE>
Base Salary: Effective January 1, 1998, the Committee increased Mr.
Ackerman's base salary for 1998 by 4%, from $750,000 per annum to $780,000 per
annum, while maintaining his incentive target for 1998 at 85% of base salary.
Annual Incentives: Mr. Ackerman's bonus for 1998 was composed of two
parts: First, Mr. Ackerman received 42.9% of his 1998 base salary under the
Variable Compensation Plan. This award was based on the Corporation's achieving
net profit after tax equivalent to 50.5% of the target opportunity set by the
Committee in 1998. Second, Mr. Ackerman received 4.14% (1998 minimum = 0%;
maximum = 10%) of his base salary under the Corporation's GoalSharing Plan, a
variable compensation plan in which almost all of the Corporation's employees
participate.
Long-Term Incentives: Under the Corporate Performance Plan, Mr. Ackerman
forfeited all of the 37,500 shares granted to him in December 1997 in
connection with the 1998 earnings per share targets. In October 1998, the
Committee granted Mr. Ackerman stock options covering 207,000 shares of Common
Stock for 1999 and cash incentive rights to $955,000 at target under the
Corporate Performance Plan for the first three-year performance period
(1999-2001), payable in cash in 2002 if earned.
Conclusion
The Committee believes that the quality of executive leadership
significantly affects the long-term performance of the Corporation and that it
is in the best interest of the shareholders to compensate fairly executive
leadership for achievement meeting or exceeding the high standards set by the
Committee, so long as there is corresponding risk when performance falls short
of such standards. A primary goal of the Committee is to relate compensation to
corporate performance. Based on the Corporation's performance in 1998, the
Committee believes that Corning's current executive compensation program meets
such standards and has contributed, and will continue to contribute, to the
Corporation's and its shareholders' long-term success.
The Compensation Committee:
James W. Kinnear, Chairman
James J. O'Connor
Catherine A. Rein
William D. Smithburg
13
<PAGE>
Performance Graph
Set forth below is a graph illustrating the Corporation's cumulative total
shareholder return over the last five years compared to two performance
indicators of the stock market, the S&P 500 and the S&P Diversified
Manufacturing Companies in which the Corporation is included. The graph
capital weighted performance results of those companies in the diversified
manufacturing companies classification that are also included in the S&P 500.
Prior to 1997 the Corporation had compared its shareholder return to the S&P
Miscellaneous Industrial Companies classification, a classification which is no
longer published.
Comparison of Five-Year Cumulative Total Return
Among Corning Incorporated,
S&P 500 and S&P Manufacturing (Diversified) Companies
(Fiscal Years Ending December 31)
[Bar Chart]
<TABLE>
<CAPTION>
Corning S&P S&P Manufacturing
Incorporated 500 (Diversified)
<S> <C> <C>
100 100 100
109.2 101.3 103.5
119.6 139.4 145.8
175.5 171.3 200.9
170.5 228.4 239.2
210.8 293.7 277.2
</TABLE>
14
<PAGE>
Executive Compensation
The following tables and charts set forth information with respect to
benefits made available, and compensation paid or accrued, by the Corporation
during the year ended December 31, 1998 for services by each of the chief
executive officer and the four other most highly compensated executive officers
whose total salary and bonus exceeded $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
------------------------------------
Annual Compensation Awards Payouts
- ------------------------------------------------------------------- ------------------------- ----------
Other All
Annual Restricted Securities Incentive Other
Name and Compen- Stock Underlying Plan Compen-
Principal Position Year Salary Bonus sation(1) Awards(2) Options Payouts sation(3)
- ------------------ ---- ------ ----- --------- --------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Roger G. Ackerman, 1998 $780,000 $ 367,107 $72,234 $ 582,188 207,000 $0 $120,551
Chairman of 1997 750,000 1,172,250 82,213 2,918,156 14,000 0 95,285
the Board 1996 683,333 793,077 28,731 2,506,406 0 0 62,411
Van C. Campbell, 1998 650,000 256,685 35,993 266,814 76,000 0 90,329
Vice Chairman 1997 625,000 812,813 22,779 1,998,573 0 0 75,210
1996 576,667 592,980 14,414 1,905,109 0 0 52,615
Charles W. Deneka, 1998 280,000 95,462 15,941 621,673 59,000 0 31,963
Senior Vice President 1997 250,000 237,625 25,070 1,017,423 30,000 0 22,832
Science & Technology 1996 206,000 119,748 6,887 604,601 0 0 19,395
Norman E. Garrity, 1998 530,000 209,297 68,674 329,913 127,000 0 67,848
President, Corning 1997 500,000 606,500 61,310 1,778,081 32,000 0 56,834
Technologies 1996 438,333 420,390 18,191 1,279,033 0 0 47,088
John W. Loose, 1998 530,000 209,297 63,783 465,750 127,000 0 70,179
President, Corning 1997 500,000 606,500 62,139 1,924,486 32,000 0 55,813
Communications 1996 428,333 403,861 16,353 1,337,124 0 0 40,548
</TABLE>
(1) Includes tax gross-up payments.
(2) At year end 1998, Messrs. Ackerman, Campbell, Deneka, Garrity and Loose held
an aggregate of 289,164; 215,746; 95,537; 168,310 and 168,311 shares of
restricted stock, respectively, having an aggregate value on December 31,
1998 of $13,075,635; $9,755,764; $4,320,064; $7,610,768 and $7,610,813,
respectively. Included in such aggregate holdings are shares granted in
December 1997 for 1998 performance that were forfeited in February 1999.
Certain of such shares are subject to restrictions on transfer until the
executive officer retires at or after age 60 and are subject to forfeiture
prior to age 60 in whole if such officer voluntarily terminates employment
with the Corporation and in part if such officer's employment is terminated
by the Corporation. Dividends are paid to such individuals on all shares of
restricted Common Stock held by them.
(3) Represents amounts contributed by the Corporation to the Investment Plan and
a non-qualified investment plan maintained by the Corporation to provide
employees the benefits which would have been available pursuant to the terms
of the Corporation's Investment Plan but for limitations on contributions to
tax-qualified plans imposed pursuant to the Employee Retirement Income
Security Act.
The Corporation has in place a severance policy pursuant to which it will
provide to all salaried employees upon the happening of certain stated events
compensation in amounts ranging between eight weeks (for employees with at
least one year of
15
<PAGE>
service) and fifty-two weeks (for employees with twenty or more years of
service). The Corporation also has in place a severance policy pursuant to
which it will provide to certain of the Corporation's officers and senior
employees, including the named executive officers, upon the happening of
certain stated events up to three years of cash compensation in light of the
length of time anticipated in securing comparable employment. Such events
include a constructive termination of employment as a result of a substantial
change in such employee's responsibilities, compensation levels, relocation and
similar matters following a change in the ownership and management of the
Corporation.
Option/SAR Grants in Last Fiscal Year (1)
<TABLE>
<CAPTION>
Potential Realizable Value at Assumed
Annual Rates of Stock Price Appreciation
Individual Grants for Option Term(2)
- --------------------------------------------------------------------------------- --------------------------------------------
Number of % of Total
Securities Options
Underlying Granted
Options to Employees Exercise Expiration Gain at Gain at Gain at
Name Granted in Fiscal Year Price Date 0% 5% 10%
- ------------------- ------------------ ---------------- ------------- ----------- --------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Roger G. Ackerman 207,000(3) 7.53% $28.13 10/5/2008 $0 $ 3,660,311 $ 9,277,534
Van C. Campbell 76,000(3) 2.76% 28.13 10/5/2008 0 1,343,882 3,406,244
Charles W. Deneka 59,000(3) 2.14% 28.13 10/5/2008 0 1,043,277 2,644,321
Norman E. Garrity 127,000(3) 4.62% 28.13 10/5/2008 0 2,245,698 5,692,014
John W. Loose 127,000(3) 4.62% 28.13 10/5/2008 0 2,245,698 5,692,014
All Shareholders N/A N/A N/A N/A 0 4,473,272,509 11,289,687,760
as a group
All Optionees 2,745,384(4) 100% 30.66(5) 2008 0 53,029,288 133,835,822
as a group
Optionee Gain As % Of All Shareholders Gain 1.18% 1.18%
</TABLE>
(1) No SARs were granted.
(2) The dollar amounts set forth under these columns are the result of
calculations at 0% and at the 5% and 10% rates established by the
Securities and Exchange Commission and therefore are not intended to
forecast future appreciation of the Corporation's stock price.
(3) The stock option agreements provide that one half of the options will
become exercisable on October 1, 2000 and all options will become
exercisable on October 1, 2001. The stock option agreements also provide
that an additional option ("Additional Option") may be granted if the
optionee uses shares of the Corporation's Common Stock to pay the purchase
price of an option. The Additional Option will cover the number of shares
tendered in payment of the option price, will be granted at the then fair
market value of the Corporation's Common Stock, will become exercisable
only after the lapse of twelve months and will expire on the expiration
date of the original option.
(4) Includes Additional Options covering 12,634 shares.
(5) The exercise price is a weighted average of option prices relating to
grants of options, including Additional Options, made on various occasions
in 1998.
16
<PAGE>
Aggregated Option/SAR Exercises in Last Fiscal
Year and Fiscal Year-End Option/SAR Values (1)
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year End At Fiscal Year End
Acquired Value ------------------------------- ------------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ------------- ---------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Roger G. Ackerman 0 $ 0 162,300 458,160 $2,625,751 $8,212,551
Van C. Campbell 5,828 133,681 133,313 270,040 2,122,732 5,010,501
Charles W.
Deneka 2,995 33,263 23,595 142,900 413,964 2,336,245
Norman E. Garrity 27,128 738,459 131,756 277,580 2,103,384 4,755,332
John W. Loose 4,432 77,482 107,798 273,987 1,555,014 4,686,602
</TABLE>
(1) There are no SARs outstanding.
Pension Plan
The Corporation maintains a Pension Plan, a defined benefit plan, under
which benefits are paid based upon career earnings (regular salary and cash
awards such as those paid under the Corporation's Variable Compensation Plans)
and years of credited service. Employees are required to contribute an amount
equal to 2% of compensation in excess of the social security wage base up to
the compensation limits imposed by the Internal Revenue Code. Salaried
employees may contribute 2% of their annual earnings up to the social security
wage base. The benefit formula is reviewed and adjusted periodically for
inflationary and other factors. The Corporation's contributions to the Plan are
determined by the Plan's actuaries and are not determined on an individual
basis. The amount of benefits payable under the Plan and attributable to the
Corporation's contributions is subject to the provisions of the Employee
Retirement Income Security Act and limits imposed by the Internal Revenue Code.
The Corporation maintains non-qualified supplemental pension plans pursuant to
which it will pay amounts approximately equal to the difference between the
benefits provided under the Pension Plan and benefits which would have been
payable thereunder but for the limitations of the Employee Retirement Income
Security Act and the Internal Revenue Code. Certain employees, including the
named executive officers, participate in the Executive Supplemental Pension
Plan under which benefits are paid based upon final average compensation (the
highest five consecutive calendar years in the ten calendar years immediately
preceding retirement) and years of credited service. Certain portions of
benefits payable under the Executive Supplemental Pension Plan are presently
funded and vested on an individual basis.
The table below sets forth aggregate annual amounts payable under the
Pension Plan and the Executive Supplemental Pension Plan under the straight
life annuity option, assuming retirement during 1999 of participants who have
met the eligibility requirement for unreduced benefits under the Plans.
Additional benefits may be pay-
17
<PAGE>
able to participants who have elected to contribute voluntarily to the Pension
Plan. The benefits set forth in the table are not subject to any deduction for
social security or other offset amounts. The normal retirement age specified in
the Plans is age 65 with 5 years of credited service.
<TABLE>
<CAPTION>
Years of Service
Final Average Pay 15 20 25 30 35 40
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 500,000 $110,000 $146,700 $183,400 $220,100 $ 256,700 $ 294,200
- -------------------------------------------------------------------------------------------------
600,000 132,500 176,700 220,900 265,100 309,200 354,200
- -------------------------------------------------------------------------------------------------
700,000 155,000 206,700 258,400 310,100 361,700 414,200
- -------------------------------------------------------------------------------------------------
800,000 177,500 236,700 295,900 355,100 414,200 474,200
- -------------------------------------------------------------------------------------------------
900,000 200,000 266,700 333,400 400,100 466,700 534,200
- -------------------------------------------------------------------------------------------------
1,000,000 222,500 296,700 370,900 445,100 519,200 594,200
- -------------------------------------------------------------------------------------------------
1,100,000 245,000 326,700 408,400 490,100 571,700 654,200
- -------------------------------------------------------------------------------------------------
1,200,000 267,500 356,700 445,900 535,100 624,200 714,200
- -------------------------------------------------------------------------------------------------
1,300,000 290,000 386,700 483,400 580,100 676,700 774,200
- -------------------------------------------------------------------------------------------------
1,400,000 312,500 416,700 520,900 625,100 729,200 834,200
- -------------------------------------------------------------------------------------------------
1,500,000 335,000 446,700 558,400 670,100 781,700 894,200
- -------------------------------------------------------------------------------------------------
1,600,000 357,500 476,700 595,900 715,100 834,200 954,200
- -------------------------------------------------------------------------------------------------
1,700,000 380,000 506,700 633,400 760,100 886,700 1,014,200
- -------------------------------------------------------------------------------------------------
1,800,000 402,500 536,700 670,900 805,100 939,200 1,074,200
- -------------------------------------------------------------------------------------------------
1,900,000 425,000 566,700 708,400 850,100 991,700 1,134,200
- -------------------------------------------------------------------------------------------------
2,000,000 447,500 596,700 745,900 895,100 1,044,200 1,194,200
- -------------------------------------------------------------------------------------------------
</TABLE>
The compensation covered by the Pension Plan and the Executive
Supplemental Pension Plan for each of the named executive officers is the total
of salary and bonus as set forth in the Summary Compensation Table. The amount
of bonus is included as compensation covered by such Plans in the calendar year
in which it is paid. Messrs. Ackerman, Campbell, Deneka, Garrity and Loose have
36, 34, 26, 32 and 34 years of credited service, respectively.
Receipt of Shareholder Proposals
Any shareholder proposal intended to be presented at the 2000 Annual
Meeting and included in the Corporation's Proxy Statement and proxy relating to
that meeting must be received by the Secretary of the Corporation at One
Riverfront Plaza, Corning, New York 14831, not later than November 18, 1999.
The proxy committee designated by the Board of Directors of the
Corporation may exercise its discretionary authority with respect to any
shareholder proposal (when and if presented at the 2000 Annual Meeting on a
basis other than Rule 14a-18 promulgated under the Securities Exchange Act of
1934) not brought to the Corporation's notice between December 31, 1999 and
January 30, 2000.
18
<PAGE>
Matters Relating to Directors
Compensation
Each director of the Corporation who is not an employee of the Corporation
receives an annual retainer of $27,500 for service as a director and $1,000 for
each meeting of the Board or any committee thereof which he attends. In lieu of
a meeting fee, chairmen of committees of the Board are paid an additional
retainer ranging from $4,000 to $7,500, depending upon the committee which the
director chairs.
Pursuant to a Deferred Compensation Plan for Directors initially adopted
by the Corporation in 1983, each director may elect to defer until a date
specified by him receipt of all or a portion of his compensation. Such Plan
provides that amounts deferred shall be paid only in cash and while deferred
may be allocated to (i) a cash account upon which amounts deferred may earn
interest, compounded quarterly, at the rate equal to the greater of the prime
rate of Citibank, N.A. in effect on certain specified dates or the rate
applicable to the stable value fund maintained under the Corporation's
Investment Plans, (ii) a market value account, the value of which will be based
upon the market value of the Corporation's Common Stock from time to time, or
(iii) a combination of such accounts. At December 31, 1998 eleven directors had
elected to defer compensation pursuant to such Plan.
Pursuant to the Restricted Stock Plans for Non-Employee Directors, the
Corporation during 1998 issued to each non-employee director elected in 1998
400 shares of the Corporation's Common Stock for each year specified in the
term of service for which such director was elected, subject to forfeiture and
restrictions on transfer.
The Corporation has established a Directors' Charitable Giving Program
funded by insurance policies on the lives of the directors. In 1998 the
Corporation paid a total of $396,790 in premiums on such policies. Upon the
death of a director, the Corporation will donate $1,250,000 (on behalf of a
non-employee director) and $1,000,000 (on behalf of an employee director) to
one or more qualified charitable organizations recommended by such director and
approved by the Corporation. The directors derive no financial benefit from the
Program as all charitable deductions and cash surrender value of life insurance
policies accrue solely to the Corporation. Five years of service as a director
is required to participate in the Program. Messrs. Brown, Foster, Garrity,
Loose and Ruding have less than five years of service as directors and do not
currently participate in the Program.
Board Meetings
The Board of Directors of the Corporation held during 1998 five regularly
scheduled meetings. Each director, other than Mr. Kinnear, attended at least
75% of all meetings of the Board of Directors and the meetings of the
committees of which each was a member.
Board Committees
The Corporation has audit, compensation and nominating committees composed
of members of the Board of Directors.
19
<PAGE>
The Audit Committee, composed of Messrs. O'Connor, Barker, Brown and
Smithburg and Ms. Rein, met five times during 1998. It recommends the firm of
independent accountants to conduct the annual examination of the Corporation's
consolidated financial statements, confers with such accountants and reviews
the scope of the examination and brings to the entire Board of Directors for
review those items relating to such examination or to accounting practices
which the Audit Committee believes merit such review.
The Compensation Committee, composed of Messrs. Kinnear, O'Connor and
Smithburg and Ms. Rein, met five times during 1998. It makes recommendations to
the Board of Directors with respect to the compensation of officers and
executive employees of the Corporation and administers the Corporation's
Variable Compensation Plan, Cash Incentive Plan, Employee Equity Participation
Program and the Executive Supplemental Pension Plan.
The Nominating and Corporate Governance Committee, composed of Messrs.
Houghton, Ackerman, Kinnear, Rosovsky and Ruding met two times during 1998. It
proposed the nominees for election as directors at the Annual Meeting of
Shareholders to be held on April 29, 1999. It reviews, considers and proposes
nominees for election as directors of the Corporation and makes such other
proposals with respect to the organization, size, composition and operation of
the Board of Directors as it deems advisable. While the Committee may consider
persons nominated by shareholders, it has no explicit procedures in this
regard.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Corning's
directors and certain of its officers to file reports of their ownership of
Corning stock and of changes in such ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Regulations also require Corning to
identify in this proxy statement any person subject to this requirement who
failed to file any such report on a timely basis. James W. Kinnear, a director
of the Corporation, failed to file on a timely basis reports disclosing the
acquisition of an aggregate of 655 shares by him and by his wife during
February 1992, February and July 1996 and July 1997.
Other Matters
The Corporation leases office space in Corning, New York owned by Mr.
Robert L. Ecklin, an executive officer. During 1998 the Corporation paid an
average base monthly rental of $15,065 for such space. The lease expires on
July 31, 1999.
The Corporation has purchased insurance from National Union Fire Insurance
Company of Pittsburgh, Pennsylvania, Zurich Insurance Company, Royal Insurance
Company of America, Gulf Insurance Company and Columbia Casualty Company
providing for reimbursement of directors and officers of the Corporation and
its subsidiary companies for costs and
20
<PAGE>
expenses incurred by them in actions brought against them in connection with
their actions as directors or officers, including actions as fiduciaries under
the Employee Retirement Income Security Act of 1974. The insurance coverage,
which expires in August 2001, costs $772,000 on an annual basis, which will be
paid by the Corporation.
At the meeting of the Corporation's Board of Directors held on February 3,
1999, the Board appointed PricewaterhouseCoopers LLP as the independent
accountants for the Corporation for its 1999 fiscal year, pursuant to the
recom-mendation of the Audit Committee. Audit services performed by
PricewaterhouseCoopers LLP for the fiscal year ended December 31, 1998
consisted of examination of the consolidated financial statements of the
Corporation, limited review of the unaudited quarterly consolidated financial
statements, limited assistance and consultation in connection with filings with
the Securities and Exchange Commission and audits of certain businesses of the
Corporation.
The Corporation expects representatives of PricewaterhouseCoopers LLP to
be present at and available to respond to appropriate questions which may be
raised at the Annual Meeting. Representatives of PricewaterhouseCoopers LLP
will have the opportunity to comment on the Corporation's financial statements
if they so desire.
The cost of the solicitation of Proxies will be borne by the Corporation.
In addition to solicitation of the Proxies by use of the mails, some of the
directors, officers and regular employees of the Corporation, without extra
remuneration, may solicit Proxies personally or by telephone or telegraph. The
Corporation has retained Georgeson & Co. Inc., at a cost of $12,000, to assist
in soliciting Proxies in connection with the Annual Meeting. The Corporation
may also request brokerage houses, nominees, custodians and fiduciaries to
forward soliciting material to beneficial owners of shares held of record. The
Corporation will reimburse such persons for their expenses in forwarding
soliciting material.
By order of the Board of Directors.
A. John Peck, Jr.
Vice President and Secretary
March 10, 1999
21
<PAGE>
<PAGE>
[Recycle Logo] Printed on recycled paper using soybean ink
<PAGE>
Proxy Solicited on Behalf of The Board of Directors For The Annual Meeting of
Shareholders--April 29, 1999
The undersigned appoints Roger G. Ackerman and Van C. Campbell, and each of
them, as proxies, with full power of substitution and revocation, to vote, as
designated on the reverse side hereof, all the Common Stock of Corning
Incorporated which the undersigned has power to vote, with all powers which the
undersigned would possess if personally present, at the annual meeting of
shareholders thereof to be held on April 29, 1999, or at any adjournment
thereof.
Unless otherwise marked, this proxy will be voted FOR the election of the
nominees named.
____ Check here for address change.
New Address: ______________________________
______________________________
______________________________
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(Continued and to be signed on reverse side.) [CORNING LOGO]
<PAGE>
IF YOU WISH TO VOTE BY TELEPHONE OR THE INTERNET, PLEASE READ THE
INSTRUCTIONS BELOW.
This year Corning Incorporated is offering you the choice of several ways to
vote your shares. If voting by proxy, you may vote by mail, or choose one of the
two methods described below. Your vote by telephone or the Internet authorizes
the named proxies to vote your shares in the same manner as if you marked,
signed and returned your proxy card. To vote by telephone or the Internet,
follow these steps:
TO VOTE BY PHONE:
1. Call toll-free 877-587-0755 any time using a touch tone telephone. There is
no charge for this call.
2. Enter the 6-digit Control Number located on the upper left-hand corner of
your proxy card.
3. Follow the recorded instructions.
TO VOTE BY INTERNET:
1. Go to the following website: www.harrisbank.com/wproxy
2. Enter the information requested on your computer screen, including the
6-digit Control Number located on the upper left-hand corner of your proxy
card.
3. Follow the instructions on the screen.
If you vote by telephone or the Internet, there is no need to and you
should NOT return your proxy card.
<PAGE>
The Board of Directors recommends a vote FOR all nominees for directors.
1. Nominees: John Seely Brown, Gordon Gund, FOR WITHHOLD
John M. Hennessy, John W. Loose and --- --------
H. Onno Ruding. --- --------
____ FOR ALL (except
Nominee(s) written below:)
_-72________________________________________________
For Information Only:
____ Check here if you plan to attend the meeting.
____ Check here to discontinue mailing duplicate Annual Report.
Signature(s)________________________ Dated:__________, 1999
Please sign exactly as name appears hereon. Joint owners should each sign. Where
applicable, indicate official position or representative capacity.
