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, 2023 (April 13, 2023)

Commission<br>File Number	Exact Name of Registrant as Specified in its Charter,<br>Principal Office Address and Telephone Number	State of Incorporation or<br>Organization	I.R.S. Employer<br>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<br>Symbol(s)	Name of each exchange on<br> <br>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 5.07 Submission of Matters to a Vote of Security Holders

On April 13, 2023, Dow Inc. (“Dow” or the “Company”) held its 2023 Annual Meeting of Stockholders (“2023 Meeting”). As of the close of business on February 15, 2023, the record date for the 2023 Meeting, 707,988,709 shares of the Company’s common stock were outstanding and entitled to vote. Each share of common stock is entitled to one vote. A total of 583,077,512 shares of common stock were voted in person or by proxy, representing 82.4% of the shares entitled to be voted and constituting a quorum. Abstentions and broker non-votes were included in determining the presence of a quorum at the 2023 Meeting.

The Company’s Bylaws prescribe the voting standard for election of Directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of Directors to be elected. Agenda Items must receive more for votes than against votes in order to be approved. Abstentions and broker non-votes were not counted and did not have an effect on the outcome of any matter except with respect to Agenda Item 3 (collectively, the “Voting Standard”).

Summary of Final Voting Results of the 2023 Annual Meeting.

The following is a summary of the final voting results on the matters considered and voted upon at the 2023 Meeting, all of which are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 3, 2023 (the “Proxy Statement”).

In accordance with the Voting Standard, stockholders voted in favor of Agenda Item 1 (Election of Directors), with each of the twelve Director nominees named in the Proxy Statement receiving votes in favor of their election in the range of 93-98%. Stockholders voted in favor of each of the management proposals, as Agenda Item 2 (Advisory Resolution to Approve Executive Compensation) received 91% of the votes cast in favor of the resolution and Agenda Item 3 (Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2023) received 95% of the votes cast in favor of the resolution. Stockholders voted against each of the stockholder proposals, as Agenda Item 4 (Stockholder Proposal—Independent Board Chairman) received 74% of the votes cast against the resolution and Agenda Item 5 (Stockholder Proposal—Single-Use Plastics Report) received 70% of the votes cast against the resolution. All percentages set forth above are rounded to the nearest whole number. Details of the final voting results are set forth below.

The following are the detailed final voting results on each of the matters considered and voted upon at the 2023 Meeting, all of which 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 of Directors of the Company (the “Board”) until the 2024 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

Director	For	Against	Abstain	Broker Non-Votes
Samuel R. Allen	443,433,466	19,817,744	2,146,710	117,679,592
Gaurdie E. Banister Jr.	450,326,701	12,553,039	2,518,180	117,679,592
Wesley G. Bush	453,075,487	10,155,564	2,166,869	117,679,592
Richard K. Davis	450,790,757	12,480,284	2,126,879	117,679,592
Jerri DeVard	453,605,798	9,359,154	2,432,968	117,679,592
Debra L. Dial	455,361,089	7,750,955	2,285,876	117,679,592
Jeff M. Fettig	431,507,379	31,766,901	2,123,640	117,679,592
Jim Fitterling	435,945,613	26,374,811	3,077,496	117,679,592
Jacqueline C. Hinman	434,731,075	28,683,558	1,983,287	117,679,592
Luis Alberto Moreno	449,493,257	13,675,828	2,228,835	117,679,592
Jill S. Wyant	450,641,984	12,435,974	2,319,962	117,679,592
Daniel W. Yohannes	454,096,208	8,838,911	2,462,801	117,679,592

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. The Company’s stockholders voted at the 2020 Annual Meeting of Stockholders for a one-year frequency of future advisory votes to approve executive compensation. The next advisory vote will occur at the 2024 Annual Meeting of Stockholders.

For	Against	Abstain	Broker Non-Votes
419,239,496	42,081,946	4,076,478	117,679,592

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 2023.

For	Against	Abstain	Broker Non-Votes
553,654,217	27,224,130	2,199,165	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
121,283,404	339,865,422	4,249,094	117,679,592

Agenda Item 5: Stockholder Proposal - Single-Use Plastics Report.

The Company’s stockholders did not approve the stockholder proposal for a single-use plastics report.

For	Against	Abstain	Broker Non-Votes
138,722,707	320,050,613	6,624,600	117,679,592

Item 7.01 Regulation FD Disclosure

On April 13, 2023, the Company issued a press release announcing the preliminary results from the 2023 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 13, 2023, until the first Board meeting following the 2024 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

The Board then elected the following directors to serve on the designated committees of the Board effective April 13, 2023, until the first Board meeting following the 2024 Annual Meeting of Stockholders or until a successor is duly elected and qualified:

Audit Committee: Wesley G. Bush, Richard K. Davis, 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 E. Banister Jr., Jeff M. Fettig, 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: Samuel R. Allen, 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 E. Banister Jr., Wesley G. Bush, Jerri DeVard, Debra L. Dial, Jacqueline C. Hinman, 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 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 13, 2023.
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, 2023
/s/ AMY E. WILSON
Amy E. Wilson
General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

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

Dow announces results from 2023 Annual Stockholder Meeting

•	Declares quarterly dividend of 70 cents per share
•	Richard K. Davis re-elected independent lead director<br>
---	---

MIDLAND, Mich. – April 13, 2023 – Dow (NYSE: DOW) is pleased to report the preliminary results of its 2023 Annual Meeting of Stockholders. Today stockholders elected Samuel R. Allen, Gaurdie E. 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 2023. A majority of votes cast by Dow stockholders were against the Stockholder Proposal for an Independent Board Chairman and against the Stockholder Proposal for a Single-Use Plastics Report.

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. Additionally, the Company expects to publish its annual INtersections report mid-year and will continue to include disclosures on our climate, circularity and other sustainability initiatives.

Following the Company’s 2023 Annual Meeting of Stockholders, the Board of Directors declared a quarterly dividend of 70 cents per share, payable June 9, 2023, to shareholders of record on May 31, 2023. This marks the 447th consecutive dividend paid by the Company or its affiliates since 1912.

The Board also 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 and has served as independent lead director since April 2021. Additionally, he has served as a member of the Company’s corporate governance committee since April 2019 and as chair of the audit committee since April 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 an average tenure of approximately 5 years. All directors are all highly accomplished leaders and together bring a variety of relevant skills and diverse experiences, including capital allocation; financial acumen; risk management; technology expertise; operational experience; and environmental, social and governance expertise.

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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 leadership to achieve profitable growth and help deliver a sustainable future. The Company’s ambition is to become the most innovative, customer centric, inclusive and sustainable materials 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 manufacturing sites in 31 countries and employs approximately 37,800 people. Dow delivered sales of approximately $57 billion in 2022. 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 press release 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; and 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.

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

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, 2022 and the Company’s subsequent Quarterly Reports on Form 10-Q. 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 Inc. 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.

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