Corning Shareholders Reelect Directors, Back Say-on-Pay, Reject Independent Chair Proposal at AGM

Key Points

• Shareholders re-elected all 10 director nominees, approved the advisory say-on-pay vote and ratified PricewaterhouseCoopers as auditor, while rejecting an AFL‑CIO‑backed proposal to adopt an independent board chair policy.
• CEO Wendell Weeks highlighted strong Q1 results—sales up 18% to $4.35 billion and EPS up 30% to $0.70—and said Corning is executing its “Springboard” plan targeting a 20% operating margin by the end of 2028.
• Corning upgraded the Springboard plan and will announce a further upgrade and extension through 2030 at a May 6 investor event, where it will unveil a new Photonics Market‑Access Platform and noted recent hyperscaler deals including a multi‑year agreement with Meta.

Corning NYSE: GLW shareholders voted to elect director nominees, approve executive compensation on an advisory basis, ratify the company’s independent auditor, and reject a shareholder proposal calling for an independent board chair policy at the company’s 2026 annual meeting on April 30.

Shareholders elect directors, approve say-on-pay, and ratify auditor

Wendell Weeks, Corning’s chairman, chief executive officer, and president, opened the meeting by outlining the agenda and introducing board members present, along with representatives of PricewaterhouseCoopers and Broadridge Financial Solutions, which served as inspector of election. Melissa Gambol, vice president of securities, governance and corporate secretary, said the board set March 2, 2026 as the record date and that a quorum was present.

Weeks presented four proposals, consistent with the proxy statement:

• Election of 10 director nominees to one-year terms
• An advisory vote to approve executive officer compensation
• Ratification of PricewaterhouseCoopers as independent registered public accounting firm for 2026
• A shareholder proposal from the AFL-CIO Reserve Fund urging an independent board chair policy

After voting concluded, Gambol reported preliminary results provided by the inspector of election. According to Gambol, shareholders approved the election of all 10 director nominees, approved executive compensation in the advisory vote, and ratified PricewaterhouseCoopers’ appointment. The shareholder proposal was not approved. The company said it expects to report final vote results in a Form 8-K filing with the SEC “in the next few days.”

AFL-CIO-backed proposal sought an independent chair

The fourth proposal was introduced by David Wasiura, identified as a representative of the United Steelworkers Union speaking on behalf of the AFL-CIO Reserve Fund. Wasiura urged shareholders to support an “independent board chair policy,” arguing it would “strengthen the independent leadership of the Board of Directors and enhance management’s accountability towards shareholders.”

In his remarks, Wasiura cited what he described as an industry trend toward separating the CEO and chair roles, referencing figures attributed to The Wall Street Journal indicating that in 2025, 42% of S&P 500 boards were chaired by an independent director, compared with 29% a decade earlier. He also referenced positions he attributed to Institutional Shareholder Services and Glass Lewis supporting independent board leadership.

Wasiura said employees are also stakeholders, adding that “adopting corporate governance best practices, such as an independent board chair,” could help Corning navigate future cycles. He pointed to what he described as a prior downturn after the dot-com crash in the early 2000s, when Corning “laid off about 15,000 workers.”

Weeks thanked the proponent and said the board recommended a vote against the proposal, with the board’s response set forth in the proxy statement.

Weeks highlights “Springboard” progress and Q1 results

Following the formal business portion of the meeting, Weeks delivered remarks that included forward-looking statements and references to non-GAAP measures, directing shareholders to the company’s filings and website for risk factors and reconciliations. Weeks also noted that 2026 marks Corning’s 175th anniversary and said the company closed out 2025 with “all-time record sales and EPS,” describing an “incredibly exciting growth outlook.”

Weeks emphasized the company’s “Springboard” plan, which he said was outlined “a little over two years ago” to capture sales growth from secular trends and deliver profits growing faster than sales. He reiterated a target of a 20% operating margin “by the end of 2028.”

Weeks said Corning announced “excellent Q1 2026 results” earlier in the week, including:

• Sales up 18% year-over-year to $4.35 billion
• EPS up 30% to $0.70

He also compared Q1 2026 results to what he called the plan’s Q4 2023 starting point, saying sales grew 33%, EPS grew 79%, operating margin expanded by 390 basis points to 20.2%, and return on invested capital expanded by 470 basis points.

Plan upgrade and May 6 investor event

Weeks told shareholders that Corning upgraded its internal Springboard plan in January and said the company plans to “upgrade again and extend our plan through 2030” at an investor event in New York City on May 6. He also said Corning plans to ring the opening bell at the New York Stock Exchange the day after the event to celebrate the company’s 175th anniversary.

During the Q&A, Lewis Steverson, vice chairman, executive vice president, and chief legal and administrative officer, read a shareholder question referencing Corning’s score on the Human Rights Campaign Corporate Equality Index and asked about risk considerations tied to charitable partnerships and policy posture. Weeks said the company would “reflect on this and provide a written response.”

Steverson then asked what gives management confidence in Springboard targets, noting that the plan has been upgraded multiple times. Weeks pointed again to the company’s results since Q4 2023 and said that during the quarter Corning “finalized two more hyperscaler deals similar in size and duration” to its “recently announced multi-year up to $6 billion agreement with Meta.” Weeks said Corning expects momentum to build and that at the May 6 event it will introduce a “new Photonics Market-Access Platform.”

The meeting concluded after the Q&A portion, with the company indicating it would address relevant unanswered questions on its investor relations website.

About Corning NYSE: GLW

Corning Incorporated is a global manufacturer specializing in specialty glass, ceramics and related materials and technologies. Headquartered in Corning, New York, the company supplies engineered materials and components used across multiple industries, including consumer electronics, telecommunications, automotive emissions control, pharmaceutical and life sciences, and industrial and scientific applications. Corning emphasizes materials science and precision manufacturing to develop durable, high-performance glass and ceramic products.

Key product lines include specialty display glass used by television and mobile-device manufacturers, cover glass marketed under well-known trade names for smartphones and tablets, and optical fiber and cable and related hardware for telecommunications networks.

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