CORNING INC /NY

**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. )

CORNING INCORPORATED

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

CORNING

2025 Notice of Annual Meeting of Shareholders & Proxy Statement

Dear Fellow Shareholder,

We had very strong performance in 2024, and we expect another strong year in 2025 as we continue to successfully execute our Springboard plan. At the root of these results is our unwavering commitment to innovation. We provide durable, profitable growth and long-term value for our shareholders by inventing category-defining products, developing scalable manufacturing platforms, and building strong, trust-based relationships with customers who are leaders in their industries. And all of our actions are grounded in a distinct set of Values, which guide our relationships with each of our stakeholder groups.

A STRONG START TO OUR THREE-YEAR SPRINGBOARD PLAN

In 2024, we introduced our high-confidence Springboard plan to add more than $3 billion in annualized sales, by the end of 2026, driven by a convergence of cyclical and secular trends across our Market-Access Platforms.

Since we already have the required production capacity and technical capabilities in place to support that growth, we will deliver very powerful incrementals. This translates into an improving return profile, with profits growing faster than sales. We set an operating margin target of 20% by the end of 2026, and expect continued improvements in EPS, ROIC, and cash flow.

I am happy to report that our 2024 performance marked a strong start to the plan, culminating in outstanding fourth-quarter results. We grew core net sales 18% to a record $3.9 billion in Q4 2024 from our Springboard plan starting point, fourth-quarter 2023. And versus the same starting point, we expanded core operating margin by 220 basis points to 18.5%. We grew core EPS 46% to $0.57. We expanded core ROIC 390 basis points to 12.7%. And we closed out a strong year of adjusted free cash flow generation, delivering $1.25 billion for full-year 2024, up 42% from the prior year. HITTING KEY SPRINGBOARD MILESTONES We reached many of the key milestones necessary to activate our Springboard plan in 2024. I would like to highlight the details of two. In Display Technologies, our Springboard plan is centered on maintaining stable U.S.-dollar net income. To achieve this in a weaker yen environment, we raised glass prices in the second half of 2024 to deliver consistent profitability in the segment. We expect to deliver net income of $900 million to $950 million in 2025 and to deliver net income margin of 25%, consistent with the last five years. Overall, this provides a strong profitability base for our Springboard growth.

In Optical Communications, our Springboard plan is about revenue growth. We introduced a new set of Gen AI products for inside the data center in mid-2024, and rapid adoption of those products drove sales in the Enterprise portion of our Optical business to a record $2 billion for the year, up 49% year over year.

We applied those same core innovations for outside the data center to help our customers interconnect AI-enabled data centers between cities. As part of an agreement with Lumen Technologies, which reserves 10% of our global fiber capacity for 2025 and 2026, we launched the first outside-plant deployment of Corning’s new Gen AI fiber-and-cable system that enables Lumen to fit anywhere from two-to-four times the amount of fiber into their existing conduit. And in first-quarter 2025, we started shipping, and Lumen began deploying, our new datacenter interconnect products.

We expect continued growing demand in Optical Communications in 2025 and beyond.

LOOKING AHEAD

As a result of our strong progress in 2024, we will upgrade our Springboard plan at an investor event on March 18.

Overall, we’ve positioned our businesses to benefit from a convergence of cyclical and secular trends to drive growthacross the companythrough 2026 – and beyond. We continue to grow in Optical Communications, and we’re pursuing a rich opportunity set that extends across our portfolio, including Display Technologies, Solar, Automotive, and Mobile Consumer Electronics, and Life Sciences.

Next year, Corning will celebrate its 175th anniversary. And we are just getting started.

I am grateful to our shareholders for being on this journey with us, and I look forward to sharing more details at our Annual Meeting.

Sincerely,

Wendell P. Weeks

Chairman of the Board and

Chief Executive Officer

Thursday, May 1, 2025

12 noon Eastern Time

How to Attend Our Annual Meeting: Our 2025 Annual Meeting will be held in a virtual-only format. You will not be able to attend the Annual Meeting physically. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 3, 2025. The live audio webcast of the meeting will begin promptly at 12 noon Eastern Time. Online access to the meeting will open 30 minutes prior to its start. We encourage you to access the meeting in advance of the designated start time. To attend and vote your shares during the Annual Meeting, you will need to log in to virtualshareholdermeeting. com/GLW2025 using, (i) for record holders, the control number found on your proxy card or the notice you previously received, or (ii) for holders who own shares in street name through brokers, the control number issued to you by your brokerage firm. You may vote during the Annual Meeting by following the instructions available on the website during the meeting. If you do not have a control number, you may log in as a guest, although you will not be able to vote during the meeting. We urge you to vote and submit your proxy in advance of the meeting using one of the methods described in the proxy materials whether or not you plan to attend the Annual Meeting. You may vote your shares in advance at ProxyVote.com.

ITEMS OF BUSINESS

WHO CAN VOTE

You may vote at our 2025 Annual Meeting if you were a shareholder of record at the close of business on March 3, 2025.

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

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 1, 2025: our proxy statement, our Annual Report on Form 10-K for the year ended December 31, 2024 and other materials are available on our website atcorning.com/2025-proxy.

Sincerely,

**Melissa J. Gambol

**Vice President and Corporate Secretary

March 21, 2025

VOTE RIGHT AWAY

Your vote is very important. Please promptly submit your proxy or voting instructions by Internet, telephone or mail to ensure the presence of a quorum. You may also vote during our Annual Meeting (subject to the circumstances described in the box at left). If you are a shareholder of record, you may vote during the meeting using the control number on the proxy card or the notice previously provided to you. If your shares are held in the name of a broker, nominee or other intermediary, such party can provide the control number to you. Shareholders without a control number may still attend the meeting as guests.