GLW 10-K Annual Report Dec. 31, 2023 | Alphaminr
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GLW 10-K Fiscal year ended Dec. 31, 2023

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CORNING INC /NY
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PROXIES
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosurePart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RisksItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. ExhibitsItem 16. Form 10-k Summary

Exhibits

10.6 Amended Corning Incorporated 2003 Equity Plan for Non-Employee Directors effective October4, 2006 (Incorporated by reference to Exhibit 10.28 of Cornings Form 10-K filed February27, 2007). 10.7 Corning Incorporated Performance Incentive Plan dated October3, 2007 (Incorporated by reference to Exhibit 10.36 of Cornings Form 10-K filed February15, 2008). 10.8 Amendment No. 2 dated February13, 2008 and Amendment dated as of February1, 2004 to Letter of Understanding between Corning Incorporated and Wendell P. Weeks, and Letter of Understanding dated April23, 2002 between Corning Incorporated and Wendell P. Weeks (Incorporated by reference to Exhibit 10.42 of Cornings Form 10-K filed February15, 2008). 10.9 Form of Change in Control Agreement Amendment No. 2, effective December5, 2007 (Incorporated by reference to Exhibit 10.43 of Cornings Form 10-K filed February15, 2008). 10.10 Form of Officer Severance Agreement Amendment, effective December5, 2007 (Incorporated by reference to Exhibit 10.44 of Cornings Form 10-K filed February15, 2008). 10.11 Form of Change of Control Agreement Amendment No. 3 effective December19, 2008 (Incorporated by reference to Exhibit 10.53 of Cornings Form 10-K filed February24, 2009). 10.12 Form of Officer Severance Agreement Amendment No. 2 effective December19, 2008 (Incorporated by reference to Exhibit 10.54 of Cornings Form 10-K filed February24, 2009). 10.13 Amendment No. 3 dated December19, 2008 to Letter of Understanding dated April23, 2002 between Corning Incorporated and Wendell P. Weeks (Incorporated by reference to Exhibit 10.55 of Cornings Form 10-K filed February24, 2009). 10.14 2010 Equity Plan for Non-Employee Directors (Incorporated by reference to Appendix B of Corning Proxy Statement, Definitive 14A filed March15, 2010 for April29, 2010 Annual Meeting of Shareholders). 10.15 2021 Long-Term Incentive Plan (Incorporated by reference to Appendix Bof Corning Proxy Statement, Definitive 14A filed March18, 2021, for April29, 2021 Annual Meeting of Shareholders). 10.16 Form of Officer Severance Agreement dated as of January1, 2015 between Corning Incorporated and each of the following individuals: Eric S. Musser; Lewis A. Steversonand Edward A. Schlesinger (Incorporated by reference to Exhibit 10.1 of Cornings Form 10-Q filed July30, 2015). 10.17 Form of Change in Control Agreement dated as of January1, 2015 between Corning Incorporated and each of the following individuals: Eric S. Musser; Lewis A. Steverson and Edward A. Schlesinger (Incorporated by reference to Exhibit 10.2 of Cornings Form 10-Q filed July30, 2015). 10.18 Tax Matters Agreement, dated December10, 2015, by and between Corning Incorporated, The Dow Chemical Company, Dow Corning Corporation and HS Upstate Inc. (Incorporated by reference to Exhibit 1.2 of Cornings Form 8-K filed on December11, 2015). 10.19 Form of Corning Incorporated Restricted Stock Unit Grant Notice and Agreement for Non-Employee Directors (for grants made under the 2012 Equity Plan for Non-Employee Directors), effective January1, 2017 (Incorporated by reference to Exhibit 10.74of Cornings Form 10-K filed February6, 2017). 10.20 Credit Agreement dated as of June 6, 2022, among Corning Incorporated, JPMorgan Chase Bank, N.A., Citibank, N.A., Bank of America, N.A., Goldman Sachs Bank USA, HSBC Bank USA, National Association, Morgan Stanley Bank, N.A., MUFG Bank, Ltd., Standard Chartered Bank, Sumitomo Mitsui Banking Corporation, Wells Fargo Bank, National Association, Bank of China New York Branch, and The Bank of New York Mellon (Incorporated by reference to Exhibit 10.1 to Cornings Form 8-K filed on June 7, 2022). 10.22 Form of Corning Incorporated Restricted Stock Unit Grant Notice and Agreement for Non-Employee Directors (for grants made under the 2019 Equity Plan for Non-Employee Directors), effective January1, 2020 (Incorporated by reference to Exhibit 10.79 of Cornings Form 10-K filed February 14, 2020). 10.23 Form of Corning Incorporated Performance Share Unit Agreement, effective January 1, 2020 (Incorporated by reference to Exhibit 10.80 of Cornings Form 10-K filed February 14, 2020). 10.24 Share Repurchase Agreement, dated April 5, 2021, between Samsung Display Co., Ltd. and Corning Incorporated (Incorporated by reference to Exhibit 10.1 to Corning's Form 8-K filed on April 5, 2021). 10.25 Corning Incorporated Executive Supplemental Pension Plan as Amended and Restated, effective January 1, 2023 (Incorporated by reference to Exhibit 10.41 to Corning's Form 10-K filed February 13, 2023). 10.26 Corning Incorporated Supplemental Pension Plan as Amended and Restated, effective January 1, 2023 (Incorporated by reference to Exhibit 10.42 to Corning's Form 10-K filed February 13, 2023). 10.27 Corning Incorporated Deferred Compensation Plan for Non-Employee Directors as Amended and Restated, effective December 6, 2023. 10.28 Corning Incorporated Supplemental Investment Plan as Amended and Restated, effective January 1, 2024 14 Corning Incorporated Code of Ethics for Chief Executive Officer and Financial Executives, and Code of Conduct for Directors and Executive Officers (Incorporated by reference to Appendix G of Corning Proxy Statement, Definitive 14A filed March13, 2012 for April26, 2012 Annual Meeting of Shareholders). 19 Corning Incorporated Insider Trading Policy, effective February 1, 2023. 21 Subsidiaries of the Registrant at December31, 2023. 23 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 31.1 Certification Pursuant to Rule 13a-15(e) and 15d-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification Pursuant to Rule 13a-15(e) and 15d-15(e), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Corning Incorporated Clawback Policy, effective December 1, 2023.