8-KLeadership ChangesOther EventsExhibits & Filings

DOW INC. 8-K Report, Executive Changes (Feb 18, 2020)

Filed February 18, 2020For Securities:DOW

Summary

Dow Inc. (DOW) filed an 8-K on February 18, 2020, announcing significant changes to its Board of Directors and leadership structure. A key outgoing director, Ruth G. Shaw, will retire effective April 9, 2020, upon completion of her current term, adhering to the company's director tenure policy. This transition marks the end of her service to the Board. Furthermore, Dow announced the nomination of Jill S. Wyant, currently Executive Vice President and President of Global Regions at Ecolab, for election as a Director at the upcoming Annual Meeting of Stockholders on April 9, 2020. The company also intends to transition its leadership structure by appointing CEO Jim Fitterling as Chairman following the Annual Meeting. To maintain robust independent oversight, the Board plans to elect an independent Lead Director, replacing the role of a Non-Executive Chairman, who will assume significant responsibilities detailed in updated Corporate Governance Guidelines.

Key Highlights

  • 1Ruth G. Shaw retiring from the Board of Directors effective April 9, 2020, due to director tenure requirements.
  • 2Nomination of Jill S. Wyant, EVP and President of Global Regions at Ecolab, for election as a new Director at the Annual Meeting on April 9, 2020.
  • 3Jim Fitterling, current CEO, to be appointed Chairman of the Board following the Annual Meeting on April 9, 2020.
  • 4Dow intends to eliminate the Non-Executive Chairman role.
  • 5An independent Lead Director will be elected with significant responsibilities, to be detailed in updated Corporate Governance Guidelines.
  • 6Ms. Wyant's nomination is not subject to any specific arrangements or understandings, and she has no reportable transactions under Item 404(a) of Regulation S-K.

Frequently Asked Questions

Ruth G. Shaw is retiring from the Board of Directors effective April 9, 2020, in accordance with Dow's Corporate Governance Guidelines regarding director tenure.

Jill S. Wyant is nominated to join the Board of Directors. She currently serves as Executive Vice President and President of Global Regions at Ecolab. Her nomination is to fill a vacancy and strengthen the Board's expertise.

The appointment of Jim Fitterling as Chairman combines the CEO and Chairman roles, a common corporate governance practice. The simultaneous introduction of an independent Lead Director aims to ensure strong independent oversight and governance, with the Lead Director assuming key responsibilities previously held by a Non-Executive Chairman.

According to the filing, Ms. Wyant was not selected as a Director nominee due to any specific arrangements or understandings with other persons, and she has no transactions requiring disclosure under Item 404(a) of Regulation S-K, indicating a standard appointment process.