Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of Directors
(d) As described in Item 5.07 below, at the 2022 Annual Meeting of Stockholders
of Dow Inc. ("Dow" or the "Company"), (the "2022 Meeting"), the Company's
stockholders elected the twelve nominees named in the Company's Definitive Proxy
Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission
("SEC") on March 4, 2022 ("Proxy Statement"), to serve on the Dow Board of
Directors (the "Board") until the 2023 Annual Meeting of Stockholders or until a
successor is duly elected and qualified.
The Board determined that each of the elected Directors (except Mr. Fitterling)
is independent in accordance with the standards of independence of the New York
Stock Exchange rules and as described in Dow's Corporate Governance Guidelines.
There is no arrangement or understanding between the elected Directors and any
other person pursuant to which they were selected as a director of the Company.
There are no transactions in which the Directors have an interest requiring
disclosure under Item 404(a) of Regulation S-K.
The Directors participate in compensation arrangements for non-employee
directors as described under the heading "Director Compensation" in the Proxy
Statement.
The Board then elected the following directors to serve on the designated
committees of the Board effective April 14, 2022, until the first Board meeting
following the 2023 Annual Meeting of Stockholders or until a successor is duly
elected and qualified:
Audit Committee: Wesley G. Bush, Jerri DeVard, Debra L. Dial and Daniel W.
Yohannes were elected as members of the Audit Committee of the Board. Richard K.
Davis was elected the Chair of the Committee.
Compensation and Leadership Development Committee: Samuel R. Allen, Gaurdie
Banister Jr., Jacqueline C. Hinman, Luis Alberto Moreno and Jill S. Wyant were
elected as members of the Compensation and Leadership Development Committee of
the Board. Jeff M. Fettig was elected the Chair of the Committee.
Corporate Governance Committee: Wesley G. Bush, Richard K. Davis, Jeff M. Fettig
and Jacqueline C. Hinman were elected as members of the Corporate Governance
Committee of the Board. Samuel R. Allen was elected the Chair of the Committee.
Environment, Health, Safety & Technology Committee: Gaurdie Banister Jr., Wesley
G. Bush, Jerri DeVard, Debra L. Dial, Luis Alberto Moreno, Jill S. Wyant and
Daniel W. Yohannes were elected as members of the Environment, Health, Safety &
Technology Committee of the Board. Jacqueline C. Hinman was elected the Chair of
the Committee.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 14, 2022, Dow held the 2022 Meeting. As of the close of business on
February 18, 2022, the record date for the 2022 Meeting, 735,085,853 shares of
the Company's common stock were outstanding and entitled to vote. A total of
602,781,618 shares of common stock were voted in person or by proxy,
representing 82.0 percent of the shares entitled to be voted. The following are
the final voting results on the matters considered and voted upon at the 2022
Meeting, all of which, together with the relevant voting standards, are
described in the Proxy Statement.
Agenda Item 1: Election of Directors.
The Company's stockholders elected the following twelve nominees to serve on the
Board until the 2023 Annual Meeting of Stockholders or until a successor is duly
elected and qualified.
Director For Against Abstain Broker Non-Votes
Samuel R. Allen 472,165,222 12,272,034 1,795,963 116,548,399
Gaurdie Banister Jr. 476,190,543 8,069,863 1,972,813 116,548,399
Wesley G. Bush 476,562,555 7,856,952 1,813,712 116,548,399
Richard K. Davis 472,101,724 12,286,737 1,844,758 116,548,399
Jerri DeVard 476,141,491 8,203,021 1,888,707 116,548,399
Debra L. Dial 478,268,930 6,285,965 1,678,324 116,548,399
Jeff M. Fettig 458,890,525 25,596,143 1,746,551 116,548,399
Jim Fitterling 457,788,319 25,307,290 3,137,610 116,548,399
Jacqueline C. Hinman 474,078,793 10,511,076 1,643,350 116,548,399
Luis Alberto Moreno 475,787,912 8,446,622 1,998,685 116,548,399
Jill S. Wyant 476,253,520 8,303,458 1,676,241 116,548,399
Daniel W Yohannes 477,708,437 6,503,603 2,021,179 116,548,399
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Agenda Item 2: Advisory Resolution to Approve Executive Compensation.
The Company's stockholders approved, on an advisory basis, the compensation of
the Company's named executive officers disclosed in the Proxy Statement.
For Against Abstain Broker Non-Votes
442,172,375 40,147,902 3,912,942 116,548,399
Agenda Item 3: Ratification of the Appointment of the Independent Registered
Public Accounting Firm.
The Company's stockholders ratified the appointment of Deloitte & Touche LLP as
the Company's independent registered public accounting firm for 2022.
For Against Abstain Broker Non-Votes
575,382,772 25,334,617 2,064,229 0
Agenda Item 4: Stockholder Proposal - Independent Board Chairman.
The Company's stockholders did not approve the stockholder proposal for
independent board chairman.
For Against Abstain Broker Non-Votes
157,742,507 324,623,218 3,867,494 116,548,399
Item 7.01 Regulation FD Disclosure
On April 14, 2022, the Company issued a press release announcing the preliminary
results from the 2022 Meeting. A copy of the press release is attached hereto as
Exhibit 99.1, which is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of Section 18, nor shall it be deemed
incorporated by reference into any filing made by the Company under the Exchange
Act or the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such a filing.
Item 8.01 Other
Board Leadership Structure
The Board elected Richard K. Davis to serve as Lead Director effective April 14,
2022, until the first Board meeting following the 2023 Annual Meeting of
Stockholders or until a successor is duly elected and qualified.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein
by reference.
Exhibit No. Exhibit Description
99.1 Press release issued by Dow on April 14, 2022.
104 Cover Page Interactive Data File. The cover page interactive
data file does not appear in the Interactive Data File because
its XBRL tags are embedded with the Inline XBRL document.
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