CORNING INC /NY

The proposal asks the board to adopt a formal policy requiring the chair of the board to be an independent director who has never served as an executive officer of the company, to apply prospectively and to include procedures for replacing the chair if they cease to be independent between annual meetings. The policy would permit an exception only if no independent director is available and willing to serve as chair. The proponent’s supporting statement argues that an independent chair would strengthen independent oversight of management and risk (including ESG-related risks) and cites data and third-party governance research showing a trend toward independent chairs among large public companies. The proposal also requests amendments to governing documents as needed and a defined selection process for a new independent chair.