DEFA14A 1 d796904ddefa14a.htm DEFA14A DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant                  Filed by a Party other than the Registrant  

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Preliminary Proxy Statement

  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

 

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Dow Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on April 15, 2021

 

 

 

 

 

DOW INC.

 
 

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DOW INC.

ATTN: OFFICE OF THE CORPORATE SECRETARY

2211 H.H. DOW WAY

MIDLAND, MI 48674

 

 

 
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Meeting Information

     
       
   

 

Meeting Type:           Annual Meeting of Stockholders

     
    For holders as of:      February 22, 2021      
    Date:     April 15, 2021      Time:    8:00 AM Eastern Time      
    Location:  Meeting online via the Internet-please visit      
   

    www.virtualshareholdermeeting.com/DOW2021.

 

The company will be hosting the meeting online via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/DOW2021 and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).

     
 

 

You are receiving this communication because you hold shares of Common Stock in the Company.

 
 

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy.

 
 
    

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain

proxy materials and voting instructions.

 
 


 

— Before You Vote —

How to Access the Proxy Materials

 

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT        ANNUAL REPORT

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a paper or e-mail copy. Please choose one of the following methods to make your request:

 

1) BY INTERNET:        www.proxyvote.com

 

2) BY TELEPHONE:     1-800-579-1639

 

3) BY E-MAIL*:            sendmaterial@proxyvote.com

 
 

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

This e-mail address should NOT be used for any other requests, instructions or inquiries. Please make the request to receive a paper or e-mail copy as instructed above on or before April 1, 2021 to facilitate timely delivery.

 

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— How To Vote —

Please Choose One of the Following Voting Methods

 

 

 

Vote By Internet:

    Before The Meeting:

To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions. Vote must be received by 11:59 PM Eastern Time on April 14, 2021.

    During The Meeting:

Go to www.virtualshareholdermeeting.com/DOW2021. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

Vote By Telephone: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Vote must be received by 11:59 PM Eastern Time on April 14, 2021.

 


      Voting Items       
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The Board of Directors recommends that you vote FOR all

director nominees in Agenda Item 1, FOR Agenda Items

2, 3, 4 and 5, and AGAINST Agenda Item 6.

 

1.  Election of Directors

 

Nominees:

 

1a.     Samuel R. Allen

 

1b.     Gaurdie Banister Jr.

 

1c.     Wesley G. Bush

 

1d.     Richard K. Davis

 

1e.     Debra L. Dial

 

1f.     Jeff M. Fettig

 

1g.     Jim Fitterling

 

1h.     Jacqueline C. Hinman

 

1i.      Luis A. Moreno

 

1j.      Jill S. Wyant

 

1k.     Daniel W. Yohannes

    
    
    
    
    
    
    
    

 

2.

Advisory Resolution to Approve Executive Compensation

 

 

3.

Approval of the Amendment to the 2019 Stock Incentive Plan

 

 

4.

Approval of the 2021 Employee Stock Purchase Plan

 

 

5.

Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2021

 

 

6.

Stockholder Proposal – Shareholder Right to Act by Written Consent

 

NOTE: The undersigned authorizes the proxies to vote in their discretion on such other matters as may properly come before the meeting or any adjournment thereof.

 


 

 

 

 

 

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