Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 13, 2020, Ruth G. Shaw notified the Board of Directors (the "Board")
of Dow Inc. ("Dow") that she will retire from the Board effective April 9, 2020
after completing her current term, in accordance with Dow's Director tenure
requirements in the Corporate Governance Guidelines.
Item 8.01 Other.
On February 18, 2020, Dow announced the nomination of Jill S. Wyant, Executive
Vice President and President of Global Regions at Ecolab, to stand for election
as Director at Dow's Annual Meeting of Stockholders to be held on April 9, 2020
(the "2020 Meeting"). Ms. Wyant was not selected as a Director nominee pursuant
to any arrangement or understanding between Ms. Wyant and other persons. There
are no transactions in which Ms. Wyant has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
On February 18, 2020 Dow also announced the Board's intent to appoint Jim
Fitterling, Dow's Chief Executive Officer, as Chairman following the 2020
Meeting. In lieu of a Non-Executive Chairman, the independent Directors intend
to elect a current Director who has served at least one full year on the Board
as Lead Director. The independent Lead Director will have significant
responsibilities, which will be described in Dow's Corporate Governance
Guidelines following the 2020 Meeting.
A copy of the February 18, 2020 press release announcing these actions is
attached hereto as Exhibit 99.1.
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