8-KLeadership ChangesExhibits & Filings

DOW INC. 8-K Report, Executive Changes (Aug 13, 2020)

Filed August 13, 2020For Securities:DOW

Summary

Dow Inc. (DOW) announced a change to its Board of Directors via an 8-K filing on August 13, 2020. The Board's size was increased from eleven to twelve members with the immediate appointment of Gaurdie Banister Jr. as a director. Mr. Banister's tenure will extend until the 2021 Annual Meeting of Stockholders, and he has been deemed an independent director by the Board, meeting NYSE, SEC, and company governance standards. Mr. Banister's appointment is noteworthy as he will serve on both the Compensation and Leadership Development Committee and the Environment, Health, Safety & Technology Committee. This suggests an immediate active role in key governance areas. Investors should note that he will receive standard compensation for non-employee directors, as previously outlined in the company's proxy statement. This filing does not indicate any new financial arrangements or conflicts of interest requiring disclosure for Mr. Banister.

Key Highlights

  • 1Dow Inc. expanded its Board of Directors from 11 to 12 members.
  • 2Gaurdie Banister Jr. was appointed as a new independent director, effective August 13, 2020.
  • 3Mr. Banister's appointment is set to last until the 2021 Annual Meeting of Stockholders.
  • 4The Board has confirmed Mr. Banister meets all independence standards (NYSE, SEC, Company Guidelines).
  • 5Mr. Banister will serve on the Compensation and Leadership Development Committee.
  • 6Mr. Banister will also serve on the Environment, Health, Safety & Technology Committee.
  • 7Mr. Banister will be compensated according to the standard non-employee director compensation plan.

Frequently Asked Questions

The Board of Directors of Dow Inc. was expanded from eleven to twelve members to accommodate the appointment of a new director, Gaurdie Banister Jr.

Mr. Banister's appointment to the Compensation and Leadership Development Committee and the Environment, Health, Safety & Technology Committee indicates he will be actively involved in key strategic and governance areas of the company, including executive compensation and environmental/safety policies, from the outset of his directorship.

According to the filing, the Board has determined that Mr. Banister is an independent director and there are no arrangements or understandings requiring disclosure, nor any transactions in which he has an interest that necessitates disclosure under SEC Regulation S-K Item 404(a).

Mr. Banister will receive compensation in line with the company's established compensation arrangements for non-employee directors, as detailed in Dow's Proxy Statement filed on February 28, 2020.