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
The Board determined that each of the elected Directors (except
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
Audit Committee:
Corporate Governance 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
(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
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Item 5.07 Submission of Matters to a Vote of Security Holders
On
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
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
Item 8.01 Other.
Board Leadership Structure
Effective
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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