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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☐   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 10, 2017.




















USG CORPORATION








USG CORPORATION
550 WEST ADAMS STREET
CHICAGO, IL 60661

Meeting Information
Meeting Type: Annual Meeting
For holders as of:      March 13, 2017
Date:  May 10, 2017               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.

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:

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Voting Items

The Board of Directors recommends you vote FOR all the nominees listed below:
1.        Election of Directors
    Nominees:
    1a.        Matthew Carter, Jr.
    1b. Richard P. Lavin
    1c. Jennifer F. Scanlon
The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
2.   Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2017.
3.   Approval of an amendment to our Restated Certificate of Incorporation to remove the requirement that we maintain a Finance Committee.
4.   Approval, by advisory vote, of the compensation of our named executive officers.
The Board of Directors recommends you vote 1 YEAR on proposal 5.
5.   Recommendation, by advisory vote, on the frequency of future votes to approve the compensation of our named executive officers.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.