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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Definitive Proxy Statement

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USG Corporation

(Name of Registrant as Specified In Its Charter)

 

 

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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 13, 2015. Meeting Information USG CORPORATION Meeting Type: Annual Meeting For holders as of: March 16, 2015 Date: May 13, 2015 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. 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. USG CORPORATION 550 WEST ADAMS STREET CHICAGO, IL 60661 M87255-P60961-Z64942 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: 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 (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 (located on the following page) in the subject line. . XXXX XXXX XXXX XXXX . XXXX XXXX XXXX XXXX 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 29, 2015 to facilitate timely delivery. How To Vote M87256-P60961-Z64942 Please Choose One of the Following Voting Methods 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 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. . XXXX XXXX XXXX XXXX

 

Voting Items The Board of Directors recommends you vote FOR all the nominees listed. 1. Election of Directors Nominees: 01) Jose Armario 02) Gretchen R. Haggerty 03) William H. Hernandez The Board of Directors recommends you vote FOR proposals 2, 3 and 4. 2. Approval of the USG Corporation Management Incentive Plan, as amended and restated. 3. Approval of the material terms for qualified performance-based awards under the USG Corporation Long-Term Incentive Plan, as amended and restated. 4. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2015. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. M87257-P60961-Z64942

 

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