8-K - DOW - Equibles

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 18, 2020 (February 13, 2020)

Commission<br> <br>File Number	Exact Name of Registrant as Specified in its Charter,<br> <br>Principal Office Address and Telephone Number	State of Incorporation or<br> <br>Organization	I.R.S. Employer<br> <br>Identification No.
001-38646	Dow Inc.	Delaware	30-1128146
	2211 H.H. Dow Way , Midland , MI 48674
	( 989 ) 636-1000

Securities registered pursuant to Section 12(g) of the Act: None

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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange<br> <br>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.

On February 13, 2020, Ruth G. Shaw notified the Board of Directors (the “Board”) of Dow Inc. (“Dow”) that she will retire from the Board effective April 9, 2020 after completing her current term, in accordance with Dow’s Director tenure requirements in the Corporate Governance Guidelines.

Item 8.01	Other.

On February 18, 2020, Dow announced the nomination of Jill S. Wyant, Executive Vice President and President of Global Regions at Ecolab, to stand for election as Director at Dow’s Annual Meeting of Stockholders to be held on April 9, 2020 (the “2020 Meeting”). Ms. Wyant was not selected as a Director nominee pursuant to any arrangement or understanding between Ms. Wyant and other persons. There are no transactions in which Ms. Wyant has an interest requiring disclosure under Item 404(a) of Regulation S-K.

On February 18, 2020 Dow also announced the Board’s intent to appoint Jim Fitterling, Dow’s Chief Executive Officer, as Chairman following the 2020 Meeting. In lieu of a Non-Executive Chairman, the independent Directors intend to elect a current Director who has served at least one full year on the Board as Lead Director. The independent Lead Director will have significant responsibilities, which will be described in Dow’s Corporate Governance Guidelines following the 2020 Meeting.

A copy of the February 18, 2020 press release announcing these actions is attached hereto as Exhibit 99.1.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference.
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EXHIBIT INDEX

Exhibit<br>No.		Description
	99.1	Press Release dated February 18, 2020
	104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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 18, 2020

/s/ AMY E. WILSON
Amy E. Wilson
General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Dow’s Board of Directors plans to appoint CEO Jim Fitterling to serve as chairman; Jill Wyant has also been nominatedto the Board

MIDLAND, Mich. – February 18, 2020 – Dow (NYSE: DOW) today announced that its Board of Directors plans to appoint Dow CEO Jim Fitterling to be chairman following the Company’s Annual Meeting of Stockholders on April 9, 2020.

“Jim has demonstrated exceptional leadership of Dow, successfully guiding the Company through its separation from DowDuPont Inc. and strengthening its competitive position among industry peers,” said Jeff Fettig, non-executive chairman of Dow’s Board of Directors. “The board is confident that this appointment will enable Jim to continue to accelerate the meaningful changes he has already initiated for Dow to achieve its ambition as a world-leading materials science company.”

Following the Annual Meeting, directors will select an independent lead director who has served for at least one year on the Board.

Dow also announced that Jill Wyant, executive vice president and president of global regions at Ecolab Inc., has been nominated to stand for election to Dow’s Board of Directors at the Company’s Annual Meeting. As a senior strategy and operating executive with 25 years of experience leading Fortune 500 businesses in the industrial and healthcare sectors, Ms. Wyant brings a strong track record of driving business growth and profitability through breakthrough innovation, manufacturing excellence and operational efficiency, as well as experience driving enterprise-wide digital transformations.

“We are certain that Jill’s fresh and relevant perspective from a parallel industry will enhance the diversity of experience and ideas within our Board,” said Fettig. “Her global business management, innovation, sustainability and consumer expertise is fully aligned with Dow’s ambition and growth strategy.”

Furthermore, **** Ruth G. Shaw, former group executive for public policy and president at Duke Nuclear, will continue to serve out her term until the Annual Meeting, at which time she will retire in accordance with the director tenure requirements of the Company’s Corporate Governance Guidelines. With 15 years of exemplary leadership on Dow’s Board, Ms. Shaw has contributed significantly to the oversight of Dow and served on a variety of committees, including, most recently, as chair of the Compensation and Leadership Development Committee. She also helped lead the Company through several transformational events, including the DowDuPont transaction.

Dow’s Board of Directors bring a variety of relevant skills and diverse experiences, which includes senior leadership, global business, capital allocation, financial acumen, technology expertise, operational experience, as well as marketing and academic research backgrounds. The board is comprised of a strong balance of new and experienced directors, with more than half joining in the past five 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.

For a complete list of Dow’s board, 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.

For further information, please contact:

Rachelle Schikorra

+1 989-638-4090

ryschikorra@dow.com

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