8-KLeadership ChangesShareholder MattersRegulation FD+2

DOW INC. 8-K Report, Executive Changes (Apr 14, 2026)

Filed April 14, 2026For Securities:DOW

Summary

Dow Inc. has announced a significant leadership transition with the appointment of Karen S. Carter as Chief Executive Officer, effective July 1, 2026. Ms. Carter, a seasoned executive with over three decades of experience at Dow, including her recent role as Chief Operating Officer, will succeed Jim Fitterling. Mr. Fitterling will transition to the role of Executive Chair of the Board, continuing to focus on long-term strategy and governance while remaining a director until the 2027 Annual Meeting of Stockholders. In addition to her CEO appointment, Ms. Carter has also been appointed to the Board of Directors, effective the same date. The company's stockholders overwhelmingly approved the amendment to the 2019 Stock Incentive Plan, increasing the shares available for issuance, and ratified the appointment of Deloitte & Touche LLP as the independent auditor. The leadership changes and stockholder approvals signal a strategic continuity and commitment to growth for Dow.

Key Highlights

  • 1Karen S. Carter appointed Chief Executive Officer, effective July 1, 2026.
  • 2Jim Fitterling transitions from CEO to Executive Chair of the Board, effective July 1, 2026.
  • 3Karen S. Carter appointed to the Board of Directors, effective July 1, 2026.
  • 4Stockholders approved an amendment to the 2019 Stock Incentive Plan, increasing available shares from 125 million to 185 million.
  • 5Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026.
  • 6Richard K. Davis appointed as Independent Lead Director.
  • 7Board committee compositions and chairs were updated following the annual meeting.

Frequently Asked Questions

This 8-K filing primarily announces a significant leadership transition at Dow Inc., with the appointment of Karen S. Carter as the new Chief Executive Officer and the transition of Jim Fitterling to Executive Chair of the Board.

Karen S. Carter, 55, has over three decades of experience at Dow. She most recently served as Chief Operating Officer since December 2024, overseeing business and operational performance. Prior to that, she held leadership roles including President of Packaging & Specialty Plastics, Chief Human Resources Officer, and Chief Inclusion Officer.

Jim Fitterling will transition from Chief Executive Officer to Executive Chair of the Board, effective July 1, 2026. In this role, he will continue to chair the Board and focus on long-term strategy, governance, and key external relationships. He will remain an employee and a Director until the 2027 Annual Meeting of Stockholders.

Dow's stockholders approved the amendment to the 2019 Stock Incentive Plan at the 2026 Annual Meeting of Stockholders. This amendment increases the number of shares available for issuance under the plan from 125 million to 185 million.