8-KOther EventsExhibits & Filings

DOW INC. 8-K Report, Corporate Update (Feb 10, 2022)

Filed February 10, 2022For Securities:DOW

Summary

Dow Inc. (DOW) filed an 8-K on February 10, 2022, primarily announcing the nomination of Jerri DeVard to its Board of Directors. Ms. DeVard, formerly Executive Vice President and Chief Customer Officer at Office Depot, Inc., is slated to stand for election at the company's Annual Meeting of Stockholders on April 14, 2022. This appointment is intended to strengthen the board's expertise and independence. The company confirmed that Ms. DeVard meets all independence standards required by the NYSE, SEC, and Dow's own Corporate Governance Guidelines. Investors can anticipate further details regarding her compensation as a director and her committee assignments, which will be disclosed in Dow's upcoming Definitive Proxy Statement and following the Annual Meeting, respectively. This move signals a proactive approach by Dow's Board to enhance its composition and oversight capabilities.

Key Highlights

  • 1Nomination of Jerri DeVard as a new Director nominee for election at the April 14, 2022 Annual Meeting.
  • 2Ms. DeVard brings prior executive experience from Office Depot, Inc. as EVP and Chief Customer Officer.
  • 3The Board has determined Ms. DeVard meets all independence requirements (NYSE, SEC, Dow's Guidelines).
  • 4Ms. DeVard's nomination is not based on any pre-existing arrangement or understanding with other parties.
  • 5No disclosable transactions involving Ms. DeVard under Item 404(a) of Regulation S-K.
  • 6Compensation for Ms. DeVard as a non-employee Director will align with existing arrangements, detailed in the upcoming Proxy Statement.
  • 7Board committee assignments for Ms. DeVard will be announced after the Annual Meeting.

Frequently Asked Questions

Jerri DeVard is a nominee for Dow's Board of Directors. She previously served as Executive Vice President and Chief Customer Officer at Office Depot, Inc., bringing significant customer-focused executive experience.

Shareholders will have the opportunity to vote on Ms. DeVard's nomination at Dow's Annual Meeting of Stockholders scheduled for April 14, 2022.

Yes, Dow's Board of Directors has determined that Ms. DeVard is independent in accordance with the standards set by the New York Stock Exchange, SEC rules, and Dow's own Corporate Governance Guidelines.

Details regarding Ms. DeVard's compensation as a non-employee Director will be outlined in Dow's Definitive Proxy Statement, to be filed by March 4, 2022. Her committee assignments will be announced after the Annual Meeting on April 14, 2022.