DEFA14A

 

 

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.     )

 

 

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¨   Preliminary Proxy Statement
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¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Under §240.14a-12

USG CORPORATION

(Name of Registrant as Specified In Its Charter)

 

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

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholders Meeting to Be Held on May 11, 2016.

 

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Meeting Information

   
  

USG CORPORATION

 

    

 

Meeting Type:        Annual Meeting

 

   
          

For holders as of:    March 14, 2016

 

   
          

Date:  May 11, 2016

 

          Time:  9:00 a.m., Central Time    
          

Location:  USG Corporation

      550 West Adams Street

      Chicago, IL 60661

   
                
          

 

You are receiving this communication because you hold shares in the company named above.

  

USG CORPORATION

550 WEST ADAMS STREET

CHICAGO, IL 60661

       

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

          

 

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

          

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

              
              


—  Before You Vote  —

How to Access the Proxy Materials

 

  

 

Proxy Materials Available to VIEW or RECEIVE:

 

   1) NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
   2) ANNUAL REPORT ON FORM 10-K
   3) LETTER TO SHAREHOLDERS
  

 

How to View Online:

 

   Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.
  

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

  

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

  

1) BY INTERNET:         www.proxyvote.com

  

2) BY TELEPHONE:     1-800-579-1639

  

3) BY E-MAIL*:             sendmaterial@proxyvote.com

  

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

  

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 27, 2016 to facilitate timely delivery.

 

  

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an admission ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. This notice of availability of proxy materials may be used as an admission ticket to the annual meeting. At the meeting, you will need to request a ballot to vote these shares.

 

  

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.

 

  

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy form.

 


  Voting Items     

The Board of Directors recommends you vote FOR all the

nominees listed below:

 

  1. Election of Directors

Nominees:

 

  01) Thomas A. Burke

 

  02) Brian A. Kenney

 

  03) Steven F. Leer

The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5 and 6.

 

  2. Approval of the USG Corporation 2016 Long-Term Incentive Plan.

 

  3. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2016.

 

  4. Approval of an amendment to our Restated Certificate of Incorporation to remove the requirement that we maintain a Finance Committee.

 

  5. Approval of an amendment to our Restated Certificate of Incorporation to continue to restrict certain transfers of our common stock.

 

  6. Ratification, by advisory vote, of an amendment to our Rights Agreement to continue to restrict certain transfers of our common stock.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

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