8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 11, 2021 (February 11, 2021)

Commission File Number E​xact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number State of
Incorporation or
Organization I.R.S. Employer Identification No.

001-38646 Dow Inc. (exact name of registrant) Delaware 30-1128146

2211 H.H. Dow Way, Midland, MI 48674

(989) 636-1000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Dow Inc.	Common Stock, par value $0.01 per share	DOW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 11, 2021, Ajay Banga, Jacqueline K. Barton and James A. Bell notified the Board of Directors (the “Board”) of Dow Inc. (“Dow”) that they will retire from the Board effective April 15, 2021 after completing the current term.

Item 8.01 Other

On February 11, 2021, Dow announced the nomination of Debra L. Dial, Senior Vice President and Controller, AT&T Inc., and Luis A. Moreno, former President, Inter-American Development Bank, each to stand for election as a Director at Dow’s Annual Meeting of Stockholders to be held on April 15, 2021 (the “2021 Meeting”).

The Board determined that each of Ms. Dial and Mr. Moreno is independent in accordance with the standards of independence of the New York Stock Exchange, U.S. Securities and Exchange Commission (“SEC”) rules and as described in Dow’s Corporate Governance Guidelines. Ms. Dial and Mr. Moreno were not selected as a Director nominee pursuant to any arrangement or understanding between Ms. Dial, Mr. Moreno and any other persons. There are no transactions in which Ms. Dial or Mr. Moreno have an interest requiring disclosure under Item 404(a) of Regulation S-K.

Subject to their election, Ms. Dial and Mr. Moreno will participate in compensation arrangements for non-employee Directors as described under the heading “Director Compensation” in Dow’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 28, 2020.

The Board will announce its committee assignments following the 2021 Meeting.

A copy of the press release announcing these actions is attached hereto as Exhibit 99.1, which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Dow Inc. dated February 11, 2021
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOW INC.

Date: February 11, 2021

/s/ AMY E. WILSON

Amy E. Wilson

General Counsel and Corporate Secretary

3

EX-99.1

Exhibit 99.1

Press Information   2211 H. H. Dow Way Midland, MI 48674   dow.com

Dow Board of Directors nominates Debra L. Dial and Luis A. Moreno to the Board

MIDLAND, Mich. – February 11, 2021 – Dow (NYSE: DOW) today announced that its Board of Directors has nominated Debra L. Dial, Senior Vice President and Controller, AT&T Inc. and Luis A. Moreno, former President, Inter-American Development Bank to stand for election to Dow’s Board of Directors at the Company’s Annual Meeting of Stockholders on April 15.

Ms. Dial brings more than 20 years of leadership and corporate financial experience in a global Fortune 10 telecommunications/media company, including financial reporting, accounting policy, long-term financial planning, strategy and integration planning, and risk management.

Mr. Moreno brings more than two decades of expertise and leadership in areas including public policy and social, economic and institutional development with focus on initiatives in topics of global importance including renewable energy and the environment, climate resilience and adaptation, sustainable cities, and digital connectivity and innovation.

“Debra’s and Luis’ breadth and depth of leadership and track records of value creation, combined with their fresh perspectives, will continue to bolster the strength and diversity of our board,” said Jim Fitterling, Dow chairman and CEO. “We look forward to their many contributions to our Company and our stakeholders.”

Furthermore, directors Ajay Banga, Jacqueline K. Barton and James A. Bell will continue to serve out their respective terms until the Annual Meeting, at which time they will not stand for re-election. After 15 years of service on Dow’s Board, Mr. Bell will retire in accordance with the director tenure requirements of the Company’s corporate governance guidelines. After 28 years and eight years of service on Dow’s Board, respectively, Dr. Barton and Mr. Banga will not stand for re-election.

“On behalf of our Board of Directors, I want to thank Ajay, Jacqueline and James for their many years of service and for their immeasurable contributions to Dow,” said Fitterling. “Each brought incredible passion, commitment and expertise to every aspect of their governance and oversight of our Company.”

These changes to Dow’s Board of Directors align with the Company’s updated corporate governance guidelines, with a focus on board succession planning and refreshment, which include maintaining an appropriate balance of qualifications and experience, diversity, and tenure of longer-serving directors with continuity and depth of Company knowledge and new directors with fresh perspective.

Dow’s Board of Directors brings a variety of relevant skills and diverse experiences, which includes senior leadership, global business, capital allocation, financial acumen, technology expertise, operational experience, and marketing backgrounds. The board is comprised of a strong balance of new and experienced directors, with half of the independent directors joining in the past two years. Additionally, Dow’s board possesses gender and ethnic diversity – more than half of the independent directors are female or members of a U.S. ethnic minority group.

Page 1 of 2

^®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

As part of these board refreshment activities, the board will announce updates to committee assignments and the election of a new lead director following the Annual Meeting. The board thanks Mr. Fettig for his 10 years of dedicated service in various independent lead director and non-executive chair roles and values his continuing service on the Dow Board as well as his distinguished service as an independent director on other public company boards.

Dow’s corporate governance guidelines and a complete list of Dow’s board, committee assignments and other corporate governance information can be found on the Corporate Governance website.

About Dow

Dow (NYSE: DOW) combines global breadth, asset integration and scale, focused innovation and leading business positions to achieve profitable growth. The Company’s ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company, with a purpose to deliver a sustainable future for the world through our materials science expertise and collaboration with our partners. Dow’s portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer care. Dow operates 106 manufacturing sites in 31 countries and employs approximately 35,700 people. Dow delivered sales of approximately $39 billion in 2020. References to Dow or the Company mean Dow Inc. and its subsidiaries. For more information, please visit www.dow.com or follow @DowNewsroom on Twitter.

###

For further information, please contact:

Kyle Bandlow

+1 989-638-2417

kbandlow@dow.com

    

Page 2 of 2

^®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

DOW CONFIDENTIAL - Do not share without permission

XML

Document and Entity Information	Feb. 11, 2021
Cover [Abstract]
Entity Address, Address Line Two	<span data-hint="Entity
Amendment Flag	false
Entity Central Index Key	0001751788
Document Type	8-K
Document Period End Date	Feb. 11, 2021
Entity File Number	001-38646
Entity Registrant Name	Dow Inc.
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	30-1128146
Entity Address, Address Line One	2211 H.H. Dow Way
Entity Address, City or Town	Midland
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48674
City Area Code	989
Local Phone Number	636-1000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	DOW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false