8-KLeadership ChangesOther EventsExhibits & Filings

DOW INC. 8-K Report, Executive Changes (Feb 11, 2021)

Filed February 11, 2021For Securities:DOW

Summary

Dow Inc. (DOW) has filed an 8-K report on February 11, 2021, detailing significant changes to its Board of Directors. Three current directors, Ajay Banga, Jacqueline K. Barton, and James A. Bell, will retire effective April 15, 2021, after completing their current terms. This transition marks the end of their service to the company's board. In conjunction with these retirements, Dow announced the nomination of two new independent directors, Debra L. Dial and Luis A. Moreno, to stand for election at the company's Annual Meeting of Stockholders on April 15, 2021. Ms. Dial, Senior Vice President and Controller at AT&T Inc., and Mr. Moreno, former President of the Inter-American Development Bank, are deemed independent and their appointments are expected to strengthen the board's expertise. The company will announce committee assignments for these nominees following their election.

Key Highlights

  • 1Three directors, Ajay Banga, Jacqueline K. Barton, and James A. Bell, will retire from the Board of Directors effective April 15, 2021.
  • 2Dow Inc. has nominated Debra L. Dial and Luis A. Moreno for election as new directors at the Annual Meeting of Stockholders on April 15, 2021.
  • 3Both nominated directors, Ms. Dial and Mr. Moreno, have been determined to be independent according to NYSE, SEC, and Dow's Corporate Governance Guidelines.
  • 4Ms. Dial brings experience as Senior Vice President and Controller at AT&T Inc.
  • 5Mr. Moreno's background includes his former role as President of the Inter-American Development Bank.
  • 6The nominated directors will be subject to Dow's standard compensation arrangements for non-employee Directors upon election.
  • 7Committee assignments for the new directors will be announced after the 2021 Annual Meeting.

Frequently Asked Questions

Ajay Banga, Jacqueline K. Barton, and James A. Bell are retiring from the Board of Directors effective April 15, 2021, after completing their current terms. The filing does not provide specific reasons for their retirement beyond the completion of their terms.

Dow has nominated Debra L. Dial, Senior Vice President and Controller at AT&T Inc., and Luis A. Moreno, former President of the Inter-American Development Bank. Both are considered independent directors and bring significant experience from their respective fields.

The election of Debra L. Dial and Luis A. Moreno as directors is subject to their approval by stockholders at Dow's Annual Meeting of Stockholders, scheduled for April 15, 2021.

Yes, subject to their election, Ms. Dial and Mr. Moreno will participate in the standard compensation arrangements for non-employee Directors at Dow Inc., as outlined in the company's Definitive Proxy Statement.