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):

August 13, 2020 (August 13, 2020)

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:

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

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.  ☐

On August 13, 2020, the Board of Directors (the “Board”) of Dow Inc. (the “Company”) expanded the size of the Board from eleven to twelve members, and appointed Gaurdie Banister Jr. to serve as a director effective immediately until the 2021 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

The Board has determined that Mr. Banister is an independent director in accordance with the standards of independence of the New York Stock Exchange, SEC rules and as described in the Company’s Corporate Governance Guidelines. There is no arrangement or understanding between Mr. Banister and any other person pursuant to which he was selected as a director of the Company. There are no transactions in which Mr. Banister has an interest that require disclosure under Item 404(a) of Regulation S-K.

Mr. Banister will participate in compensation arrangements for non-employee directors of the Company as described under the heading “Director Compensation” on page 18 of the Company’s Proxy Statement filed with the SEC on February 28, 2020.

Mr. Banister will serve on the Compensation and Leadership Development Committee and the Environment, Health, Safety & Technology Committee.

A copy of the August 13, 2020 press release announcing the new director is attached hereto as Exhibit 99.1.

EXHIBIT INDEX

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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: August 13, 2020

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EX-99.1

Exhibit 99.1

Gaurdie Banister Jr. elected to Dow Board of Directors

MIDLAND, Mich. – August 13, 2020 – Dow (NYSE: DOW) today announced that Gaurdie Banister Jr., former president and CEO of Aera Energy LLC, an oil and gas exploration and production company jointly owned by Shell Oil Company and ExxonMobil, has been elected to Dow’s Board of Directors, effective immediately.

Mr. Banister brings to Dow’s board extensive global business and leadership expertise and public company board experience. He has a strong background in engineering and the energy sector and provides valuable perspective in strategic planning, risk management and operational excellence, all relevant to the business operations and focus of the Company. He will serve on the Environmental, Health, Safety and Technology and the Compensation and Leadership Development committees of Dow’s board.

“Throughout his 35 years of executive management and oversight responsibilities, Gaurdie has distinguished himself as an international business leader and a catalyst for value creation,” said Jim Fitterling, Dow chairman and CEO. “We look forward to benefiting from his wealth of knowledge and expertise.”

Mr. Banister’s appointment further strengthens the industry leadership and diversity of Dow’s Board of Directors. Dow’s board composition ranks in the top quartile for ethnic diversity among both industry peers and its proxy peer group. Dow’s board is also comprised of a strong balance of new and experienced directors, with more than half joining in the past five years.

For a complete list of Dow’s board members, committee assignments and other corporate governance information, visit our 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. 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 and consumer care. Dow operates 109 manufacturing sites in 31 countries and employs approximately 36,500 people. Dow delivered sales of approximately $43 billion in 2019. 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.

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