8-KShareholder MattersRegulation FDOther Events+1

DOW INC. 8-K Report, Shareholder Vote Results (Apr 15, 2025)

Filed April 15, 2025For Securities:DOW

Summary

Dow Inc. (DOW) filed an 8-K on April 15, 2025, detailing the results of its 2025 Annual Meeting of Stockholders held on April 10, 2025. The meeting saw strong participation, with 83.15% of outstanding shares represented, indicating significant shareholder engagement. All key proposals presented to shareholders received overwhelming support, underscoring management's alignment with investor sentiment. The company's Board of Directors was re-elected with each of the thirteen nominees receiving between 93% and 98% of the votes cast in favor. Furthermore, shareholders approved the executive compensation plan on an advisory basis with 92% in favor, and ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025 with 94% of the votes cast. The filing also announced leadership appointments to key Board committees, including Richard K. Davis as Lead Director and chairs for the Audit, Compensation and Leadership Development, Corporate Governance, and Environment, Health, Safety & Technology Committees.

Key Highlights

  • 1Over 83% of Dow's outstanding shares were represented at the 2025 Annual Meeting of Stockholders.
  • 2All thirteen director nominees were overwhelmingly elected, receiving 93-98% of votes in favor.
  • 3Shareholders approved the executive compensation plan on an advisory basis with 92% of votes in favor.
  • 4The appointment of Deloitte & Touche LLP as the independent auditor for 2025 was ratified with 94% of votes in favor.
  • 5Richard K. Davis was appointed as the new Lead Director.
  • 6New chairs were appointed for all major Board committees, including Audit, Compensation and Leadership Development, Corporate Governance, and Environment, Health, Safety & Technology.

Frequently Asked Questions

The 2025 Annual Meeting of Stockholders had a strong turnout, with 83.15% of the Company's outstanding shares represented in person or by proxy.

All thirteen director nominees presented at the meeting were overwhelmingly elected by shareholders, receiving between 93% and 98% of the votes cast in favor of their election.

Shareholders approved the compensation of Dow's named executive officers on an advisory basis, with 92% of the votes cast in favor of the resolution. The next advisory vote on executive compensation will occur at the 2026 Annual Meeting.

Yes, Richard K. Davis was elected as the new Lead Director. Additionally, new chairs were appointed to the Audit Committee (Richard K. Davis), Compensation and Leadership Development Committee (Jeff M. Fettig), Corporate Governance Committee (Samuel R. Allen), and Environment, Health, Safety & Technology Committee (Jacqueline C. Hinman).