8-KLeadership ChangesMaterial AgreementsCorporate Changes+2

DOW INC. 8-K Report, Material Agreement (Apr 2, 2019)

Filed April 2, 2019For Securities:DOW

Summary

Dow Inc. (DOW) filed this 8-K on April 2, 2019, to report the completion of its separation from DowDuPont. Effective April 1, 2019, Dow began operating as an independent, publicly traded company focused on materials science. This event marks a significant corporate restructuring, with Dow Inc. now serving as the parent company of The Dow Chemical Company (TDCC) and becoming the successor issuer to TDCC. The filing details the entry into material definitive agreements related to the separation, including separation, tax, employee matters, and intellectual property cross-license agreements with DowDuPont and Corteva, Inc. These agreements are crucial for defining the operational and financial relationships between the newly independent entities.

Key Highlights

  • 1Dow Inc. is now an independent, publicly traded company following its separation from DowDuPont, effective April 1, 2019.
  • 2The company's common stock commenced trading on the New York Stock Exchange under the symbol 'DOW'.
  • 3Dow Inc. is the successor issuer to The Dow Chemical Company (TDCC).
  • 4Key separation agreements were executed with DowDuPont and Corteva, Inc., covering separation, tax, employee matters, and intellectual property.
  • 5The Board of Directors was expanded to ten members, with Jeff M. Fettig appointed as non-executive Chairman.
  • 6Key executive officer appointments were confirmed, including James R. Fitterling as CEO and Howard I. Ungerleider as President and CFO.
  • 7Dow's Certificate of Incorporation and Bylaws were amended and restated in connection with the separation.

Frequently Asked Questions

This 8-K filing serves to announce and detail the completion of Dow Inc.'s separation from DowDuPont, marking its official commencement as an independent, publicly traded company. It outlines the material agreements entered into as part of this separation and details changes to the company's corporate structure, board of directors, and executive officers.

This means that Dow Inc. legally assumes all of the reporting and compliance obligations that previously belonged to The Dow Chemical Company under the Securities Exchange Act of 1934. Essentially, Dow Inc. is the continuation of TDCC for regulatory purposes, now as an independent entity.

Dow entered into several material definitive agreements with DowDuPont and Corteva, Inc. These include a Separation and Distribution Agreement, a Tax Matters Agreement, an Employee Matters Agreement, and Intellectual Property Cross-License Agreements. These agreements govern the operational, financial, and legal relationships between the newly separated entities.

Effective as of the separation, the Board of Directors was expanded to ten members. Jeff M. Fettig was appointed non-executive Chairman. James R. Fitterling continues as CEO, and Howard I. Ungerleider continues as President and CFO. Several other key executive officers were also confirmed or appointed to roles such as Chief Human Resources Officer, Controller, Senior Vice President of Operations, Senior Vice President of R&D, and General Counsel.