Item 5.07 Submission of Matters to a Vote of Security Holders
On
The Company's Bylaws prescribe the voting standard for election of Directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of Directors to be elected. Agenda Items must receive more for votes than against votes in order to be approved. Abstentions and broker non-votes were not counted and did not have an effect on the outcome of any matter except with respect to Agenda Item 3 (collectively, the "Voting Standard").
Summary of Final Voting Results of the 2023 Annual Meeting.
The following is a summary of the final voting results on the matters considered
and voted upon at the 2023 Meeting, all of which are described in the Company's
Definitive Proxy Statement on Schedule 14A filed with the
In accordance with the Voting Standard, stockholders voted in favor of Agenda
Item 1 (Election of Directors), with each of the twelve Director nominees named
in the Proxy Statement receiving votes in favor of their election in the range
of 93-98%. Stockholders voted in favor of each of the management proposals, as
Agenda Item 2 (Advisory Resolution to Approve Executive Compensation) received
91% of the votes cast in favor of the resolution and Agenda Item 3 (Ratification
of the Appointment of
The following are the detailed final voting results on each of the matters considered and voted upon at the 2023 Meeting, all of which 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 of Directors of the Company (the "Board") until the 2024 Annual Meeting of Stockholders or until a successor is duly elected and qualified.
Director For Against Abstain Broker Non-Votes Samuel R. Allen 443,433,466 19,817,744 2,146,710 117,679,592 Gaurdie E. Banister Jr. 450,326,701 12,553,039 2,518,180 117,679,592 Wesley G. Bush 453,075,487 10,155,564 2,166,869 117,679,592 Richard K. Davis 450,790,757 12,480,284 2,126,879 117,679,592 Jerri DeVard 453,605,798 9,359,154 2,432,968 117,679,592 Debra L. Dial 455,361,089 7,750,955 2,285,876 117,679,592 Jeff M. Fettig 431,507,379 31,766,901 2,123,640 117,679,592 Jim Fitterling 435,945,613 26,374,811 3,077,496 117,679,592 Jacqueline C. Hinman 434,731,075 28,683,558 1,983,287 117,679,592 Luis Alberto Moreno 449,493,257 13,675,828 2,228,835 117,679,592 Jill S. Wyant 450,641,984 12,435,974 2,319,962 117,679,592 Daniel W. Yohannes 454,096,208 8,838,911 2,462,801 117,679,592
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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. The Company's stockholders voted at the 2020 Annual Meeting of Stockholders for a one-year frequency of future advisory votes to approve executive compensation. The next advisory vote will occur at the 2024 Annual Meeting of Stockholders.
For Against Abstain Broker Non-Votes 419,239,496 42,081,946 4,076,478 117,679,592
Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm.
The Company's stockholders ratified the appointment of
For Against Abstain Broker Non-Votes 553,654,217 27,224,130 2,199,165 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 121,283,404 339,865,422 4,249,094 117,679,592
Agenda Item 5: Stockholder Proposal - Single-Use Plastics Report.
The Company's stockholders did not approve the stockholder proposal for a single-use plastics report.
For Against Abstain Broker Non-Votes 138,722,707 320,050,613 6,624,600 117,679,592
Item 7.01 Regulation FD Disclosure
On
Item 8.01 Other
Board Leadership Structure
The Board elected
The Board then elected the following directors to serve on the designated
committees of the Board effective
Audit Committee:
Corporate Governance Committee:
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 onApril 13, 2023 . 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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