8-KShareholder MattersRegulation FDOther Events+1

DOW INC. 8-K Report, Shareholder Vote Results (Apr 15, 2024)

Filed April 15, 2024For Securities:DOW

Summary

Dow Inc. held its 2024 Annual Meeting of Stockholders on April 11, 2024, with a strong turnout of 82% of outstanding shares. The meeting primarily focused on voting outcomes for director elections, executive compensation, and auditor ratification, all of which received substantial stockholder support. The Board of Directors and the company's auditor were overwhelmingly approved, indicating investor confidence in current leadership and financial oversight. Conversely, two significant stockholder proposals regarding the right to act by written consent and a report on single-use plastics were voted down. This suggests that the majority of shareholders align with management's current approach on these governance and environmental matters, or do not see the proposed changes as beneficial at this time. The company also announced the election of Richard K. Davis as Lead Director.

Key Highlights

  • 1All twelve director nominees were elected with strong support, receiving between 93% and 98% of the votes cast in favor.
  • 2Stockholders approved the advisory resolution to approve executive compensation with 92% of the votes in favor.
  • 3The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2024 was ratified with 95% of the votes in favor.
  • 4A significant majority of stockholders voted against the proposal for shareholders to have the right to act by written consent (57% against).
  • 5A majority of stockholders voted against the proposal requesting a report on single-use plastics (73% against).
  • 6Richard K. Davis was elected Lead Director, effective April 11, 2024.

Frequently Asked Questions

The primary outcomes were the overwhelming election of all director nominees, the approval of executive compensation on an advisory basis, and the ratification of the company's independent auditor. Importantly, two stockholder proposals, one concerning the right to act by written consent and another on single-use plastics, were not approved by the majority of stockholders.

Yes, management proposals received substantial support. The election of directors saw each nominee receive a strong majority of votes in favor. Similarly, the advisory resolution to approve executive compensation and the ratification of the independent auditor were also approved by significant margins.

The rejection of the stockholder proposals on written consent and single-use plastics indicates that, at this time, the majority of Dow's shareholders either do not support these specific changes or prefer the company's current approach. It suggests alignment with current corporate governance practices and the company's existing environmental strategies, as presented to shareholders.

Richard K. Davis has been elected as the Lead Director, effective April 11, 2024, serving until the first Board meeting following the 2025 Annual Meeting of Stockholders or until a successor is elected.