| 1.1 | Elect Thomas A. Burke | For |
| 1.2 | Elect Brian A. Kenney | For |
| 1.3 | Elect Steven F. Leer | For |
| 2 | Approve USG Corporation 2016 Long-Term Incentive Plan. | Oppose |
| 3 | Appoint the auditors | Oppose |
| 4 | Approve amendment to USG's Restated Certificate of Incorporation to remove the requirement that we maintain a Finance Committee. | For |
| 5 | Approve amendment to USG's Restated Certificate of Incorporation to continue to restrict certain transfers of common stock. | Oppose |
| 6 | Approve amendment to USG's Rights Agreement to continue to restrict certain transfers of common stock | Oppose |
