Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On February 11, 2021, Ajay Banga, Jacqueline K. Barton and James A. Bell
notified the Board of Directors (the "Board") of Dow Inc. ("Dow") that they will
retire from the Board effective April 15, 2021 after completing the current
term.
Item 8.01 Other
On February 11, 2021, Dow announced the nomination of Debra L. Dial, Senior Vice
President and Controller, AT&T Inc., and Luis A. Moreno, former President,
Inter-American Development Bank, each to stand for election as a Director at
Dow's Annual Meeting of Stockholders to be held on April 15, 2021 (the "2021
Meeting").
The Board determined that each of Ms. Dial and Mr. Moreno is independent in
accordance with the standards of independence of the New York Stock Exchange,
U.S. Securities and Exchange Commission ("SEC") rules and as described in Dow's
Corporate Governance Guidelines. Ms. Dial and Mr. Moreno were not selected as a
Director nominee pursuant to any arrangement or understanding between Ms. Dial,
Mr. Moreno and any other persons. There are no transactions in which Ms. Dial or
Mr. Moreno have an interest requiring disclosure under Item 404(a) of Regulation
S-K.
Subject to their election, Ms. Dial and Mr. Moreno will participate in
compensation arrangements for non-employee Directors as described under the
heading "Director Compensation" in Dow's Definitive Proxy Statement on
Schedule 14A, filed with the SEC on February 28, 2020.
The Board will announce its committee assignments following the 2021 Meeting.
A copy of the press release announcing these actions is attached hereto as
Exhibit 99.1, which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by
reference.
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