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 2021 Annual Meeting of Stockholders of Dow (the "2021 Meeting"), the Company's stockholders elected the eleven nominees named in the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission ("SEC") on March 5, 2021 ("Proxy Statement"), to serve on the Board until the 2022 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 15, 2021 until the first Board meeting following the 2022 Annual Meeting of Stockholders or until a successor is duly elected and qualified:

Audit Committee: Wesley G. Bush, Debra L. Dial, Jacqueline C. Hinman 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., 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, 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.

Compensatory Arrangements of Certain Officers

(e) As described in Item 5.07 below, at the 2021 Meeting the Company's stockholders approved an amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance thereunder by 50 million shares. The Board of Directors had previously approved the amendment on February 11, 2021, subject to stockholder approval. The amendment became effective upon approval by the stockholders. A description of the 2019 Stock Incentive Plan as amended is set forth in the Proxy Statement and incorporated herein by reference. A copy of the amendment to the 2019 Stock Incentive Plan is attached hereto as Exhibit 10.5.7 and incorporated herein by reference. All executive officers are eligible under the 2019 Stock Incentive Plan as amended.

(e) As described in Item 5.07 below, at the 2021 Meeting the Company's stockholders approved the 2021 Employee Stock Purchase Plan (the "ESPP"). The Board of Directors had previously approved the ESPP on February 11, 2021, subject to stockholder approval. The ESPP became effective upon approval by the stockholders. A description of the ESPP is set forth in the Proxy Statement and incorporated herein by reference. A copy of the ESPP is attached hereto as Exhibit 10.11 and incorporated herein by reference. All executive officers are eligible to participate in the ESPP.

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Item 5.07 Submission of Matters to a Vote of Security Holders

On April 15, 2021, Dow held the 2021 Meeting. As of the close of business on February 22, 2021, the record date for the 2021 Meeting, 745,224,858 shares of the Company's common stock were outstanding and entitled to vote. A total of 627,329,496 shares of common stock were voted in person or by proxy, representing 84.17% percent of the shares entitled to be voted. The following are the final voting results on the matters considered and voted upon at the 2021 Meeting, all of which are described in the Proxy Statement.

Agenda Item 1 - Election of Directors.

The Company's stockholders elected the following eleven nominees to serve on the Board of Directors of the Company until the 2022 Annual Meeting of Stockholders or until a successor is duly elected and qualified.





Director                   For        Against      Abstain    Broker Non-Votes
Samuel R. Allen        507,497,566   15,412,378   2,083,673        102,335,879
Gaurdie Banister Jr.   516,971,767    5,891,838   2,130,012        102,335,879
Wesley G. Bush         514,439,767    8,441,919   2,111,931        102,335,879
Richard K. Davis       512,023,875   10,809,212   2,160,530        102,335,879
Debra L. Dial          518,597,547    4,394,421   2,001,649        102,335,879
Jeff M. Fettig         499,528,304   23,443,745   2,021,568        102,335,879
Jim Fitterling         490,580,649   29,884,358   4,528,610        102,335,879
Jacqueline C. Hinman   512,014,010   11,038,272   1,941,335        102,335,879
Luis Alberto Moreno    518,239,765    4,629,904   2,123,948        102,335,879
Jill S. Wyant          517,080,330    5,946,216   1,967,071        102,335,879
Daniel W. Yohannes     513,859,599    8,990,001   2,144,017        102,335,879

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
494,084,063   27,358,108   3,551,446     102,335,879

Agenda Item 3 - Approval of the Amendment to the 2019 Stock Incentive Plan.

The Company's stockholders approved the Amendment to the 2019 Stock Incentive Plan.

For Against Abstain Broker Non-Votes 438,974,195 82,968,518 3,050,904 102,335,879

Agenda Item 4 - Approval of the 2021 Employee Stock Purchase Plan.

The Company's stockholders approved the 2021 Employee Stock Purchase Plan.





    For        Against     Abstain    Broker Non-Votes
517,245,018   5,781,088   1,967,511     102,335,879

Agenda Item 5 - 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 2021.





    For        Against      Abstain    Broker Non-Votes
603,372,514   22,163,168   1,793,814          0

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Agenda Item 6 - Stockholder Proposal.

The Company's stockholders did not approve the stockholder proposal on shareholder right to act by written consent.





    For         Against      Abstain    Broker Non-Votes
203,310,558   316,701,072   4,981,987     102,335,879

Item 7.01 Regulation FD Disclosure.

On April 15, 2021, the Company issued a press release announcing the preliminary results from the 2021 Meeting. A copy of the press release is attached hereto as Exhibit 99.1, which shall be furnished and not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, 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

Effective April 15, 2021, the Board elected Richard K. Davis to serve as Lead Director until the 2022 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.

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