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):

April 18, 2022 (April 14, 2022)

Commission File Number	Exact 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.	Delaware	30-1128146
	2211 H.H. Dow Way, Midland, MI 48674
	(989) 636-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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). ☐

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

Election of Directors

(d) As described in Item 5.07 below, at the 2022 Annual Meeting of Stockholders of Dow Inc. (“Dow” or the “Company”), (the “2022 Meeting”), the Company’s stockholders elected the twelve nominees named in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (“SEC”) on March 4, 2022 (“Proxy Statement”), to serve on the Dow Board of Directors (the “Board”) until the 2023 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

The Board determined that each of the elected Directors (except Mr. Fitterling) is independent in accordance with the standards of independence of the New York Stock Exchange rules and as described in Dow’s Corporate Governance Guidelines. There is no arrangement or understanding between the elected Directors and any other person pursuant to which they were selected as a director of the Company. There are no transactions in which the Directors have an interest requiring disclosure under Item 404(a) of Regulation S-K.

The Directors participate in compensation arrangements for non-employee directors as described under the heading “Director Compensation” in the Proxy Statement.

The Board then elected the following directors to serve on the designated committees of the Board effective April 14, 2022, until the first Board meeting following the 2023 Annual Meeting of Stockholders or until a successor is duly elected and qualified:

Audit Committee: Wesley G. Bush, Jerri DeVard, Debra L. Dial and Daniel W. Yohannes were elected as members of the Audit Committee of the Board. Richard K. Davis was elected the Chair of the Committee.

Compensation and Leadership Development Committee: Samuel R. Allen, Gaurdie Banister Jr., Jacqueline C. Hinman, Luis Alberto Moreno and Jill S. Wyant were elected as members of the Compensation and Leadership Development Committee of the Board. Jeff M. Fettig was elected the Chair of the Committee.

Corporate Governance Committee: Wesley G. Bush, Richard K. Davis, Jeff M. Fettig and Jacqueline C. Hinman were elected as members of the Corporate Governance Committee of the Board. Samuel R. Allen was elected the Chair of the Committee.

Environment, Health, Safety & Technology Committee: Gaurdie Banister Jr., Wesley G. Bush, Jerri DeVard, Debra L. Dial, Luis Alberto Moreno, Jill S. Wyant and Daniel W. Yohannes were elected as members of the Environment, Health, Safety & Technology Committee of the Board. Jacqueline C. Hinman was elected the Chair of the Committee.

Item 5.07 Submission of Matters to a Vote of Security Holders

On April 14, 2022, Dow held the 2022 Meeting. As of the close of business on February 18, 2022, the record date for the 2022 Meeting, 735,085,853 shares of the Company’s common stock were outstanding and entitled to vote. A total of 602,781,618 shares of common stock were voted in person or by proxy, representing 82.0 percent of the shares entitled to be voted. The following are the final voting results on the matters considered and voted upon at the 2022 Meeting, all of which, together with the relevant voting standards, are described in the Proxy Statement.

Agenda Item 1: Election of Directors.

The Company’s stockholders elected the following twelve nominees to serve on the Board until the 2023 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

Director	For	Against	Abstain	Broker Non-Votes
Samuel R. Allen	472,165,222	12,272,034	1,795,963	116,548,399
Gaurdie Banister Jr.	476,190,543	8,069,863	1,972,813	116,548,399
Wesley G. Bush	476,562,555	7,856,952	1,813,712	116,548,399
Richard K. Davis	472,101,724	12,286,737	1,844,758	116,548,399
Jerri DeVard	476,141,491	8,203,021	1,888,707	116,548,399
Debra L. Dial	478,268,930	6,285,965	1,678,324	116,548,399
Jeff M. Fettig	458,890,525	25,596,143	1,746,551	116,548,399
Jim Fitterling	457,788,319	25,307,290	3,137,610	116,548,399
Jacqueline C. Hinman	474,078,793	10,511,076	1,643,350	116,548,399
Luis Alberto Moreno	475,787,912	8,446,622	1,998,685	116,548,399
Jill S. Wyant	476,253,520	8,303,458	1,676,241	116,548,399
Daniel W Yohannes	477,708,437	6,503,603	2,021,179	116,548,399

Agenda Item 2: Advisory Resolution to Approve Executive Compensation.

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Proxy Statement.

For	Against	Abstain	Broker Non-Votes
442,172,375	40,147,902	3,912,942	116,548,399

Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022.

For	Against	Abstain	Broker Non-Votes
575,382,772	25,334,617	2,064,229	0

Agenda Item 4: Stockholder Proposal - Independent Board Chairman.

The Company’s stockholders did not approve the stockholder proposal for independent board chairman.

For	Against	Abstain	Broker Non-Votes
157,742,507	324,623,218	3,867,494	116,548,399

Item 7.01 Regulation FD Disclosure

On April 14, 2022, the Company issued a press release announcing the preliminary results from the 2022 Meeting. A copy of the press release is attached hereto as Exhibit 99.1, which is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other

Board Leadership Structure

The Board elected Richard K. Davis to serve as Lead Director effective April 14, 2022, until the first Board meeting following the 2023 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

Item 9.01 Financial Statements and Exhibits

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

Exhibit No.	Exhibit Description
99.1	Press release issued by Dow on April 14, 2022.
104	Cover Page Interactive Data File. The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document.

SIGNATURES

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

DOW INC.

Date: April 18, 2022

/s/ AMY E. WILSON

Amy E. Wilson

General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

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

Dow announces results from 2022 Annual Stockholder Meeting

Richard K. Davis re-elected independent lead director

MIDLAND, Mich. – April 14, 2022 – Dow (NYSE: DOW) is pleased to report the preliminary results of its 2022 Annual Meeting of Stockholders. Today stockholders elected Samuel R. Allen, Gaurdie Banister Jr., Wesley G. Bush, Richard K. Davis, Jerri DeVard, Debra L. Dial, Jeff M. Fettig, Jim Fitterling, Jacqueline C. Hinman, Luis Alberto Moreno, Jill S. Wyant, and Daniel W. Yohannes to the Company’s Board of Directors for one-year terms.

Stockholders approved an advisory resolution on executive compensation and ratified the appointment of Deloitte & Touche LLP as Dow’s independent auditor for 2022. A majority of votes cast by Dow stockholders were against the Stockholder Proposal for an Independent Board Chairman.

The final voting results on all agenda items will be available in a Form 8-K to be filed by the Company, which can be found at investors.dow.com after certification by the Company’s inspector of elections. The meeting will be available via webcast replay on Dow’s website.

Following the Company’s 2022 Annual Meeting of Stockholders, the Board of Directors re-elected Richard K. Davis to serve as independent lead director for a one-year term. Mr. Davis joined Dow’s board in May 2015, actively serving on the Company’s audit and corporate governance committees, and was elected to serve his first term as independent lead director in 2021.

Dow’s board ranks in the top quartile for ethnic diversity among industry peers and nearly 60% of its directors are women or U.S. ethnic minorities – demonstrating the Company’s commitment to diversity. The Company’s Board of Directors is comprised of a strong balance of new and highly experienced directors, with more than half of the eleven independent directors joining in the past three years. All directors are all highly accomplished leaders and together bring a variety of relevant skills and diverse experiences, including senior leadership, global business, capital allocation, financial acumen, technology expertise, operational experience, as well as ESG experience.

Biographies for all directors, committee assignments and other corporate governance information are available on our Corporate Governance website.

About Dow

Dow (NYSE: DOW) combines global breadth; asset integration and scale; focused innovation and materials science expertise; leading business positions; and environmental, social and governance (ESG) leadership to achieve profitable growth and deliver a sustainable future. The Company’s ambition is to become the most innovative, customer centric, inclusive and sustainable materials

Page 1 of 2

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

science company in the world. 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 applications. Dow operates 104 manufacturing sites in 31 countries and employs approximately 35,700 people. Dow delivered sales of approximately $55 billion in 2021. 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

Cautionary Statement about Forward-Looking Statements

Certain statements in this report are “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability; the continuing global and regional economic impacts of the coronavirus disease 2019 (“COVID-19”) pandemic and other public health-related risks and events on Dow’s business; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflict between Russia and Ukraine; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow’s contemplated capital and operating projects; Dow’s ability to realize its commitment to carbon neutrality on the contemplated timeframe; size of the markets for Dow’s products and services and ability to compete in such markets; failure to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow’s intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow’s significant customers and suppliers; changes in consumer preferences and demand; changes in laws and regulations, political conditions or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war including the ongoing conflict between Russia and Ukraine; weather events and natural disasters; disruptions in Dow’s information technology networks and systems; and risks related to Dow’s separation from DowDuPont Inc. such as Dow’s obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow’s business. Dow and TDCC assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

Page 2 of 2

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

XML

Document and Entity Information	Apr. 14, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 14, 2022
Entity File Number	001-38646
Entity Registrant Name	Dow Inc.
Entity Incorporation, State or 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
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	DOW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001751788
Amendment Flag	false