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):

February 10, 2022 (February 10, 2022)

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:

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 8.01 Other

On February 10, 2022, Dow announced the nomination of Jerri DeVard, former Executive Vice President and Chief Customer Officer, Office Depot, Inc., to stand for election as a Director at Dow’s Annual Meeting of Stockholders to be held on April 14, 2022 (the “2022 Meeting”).

The Board determined that Ms. DeVard is independent in accordance with the standards of independence of the New York Stock Exchange, U.S. Securities and Exchange Commission (“SEC”) rules and as described in Dow’s Corporate Governance Guidelines. Ms. DeVard was not selected as a Director nominee pursuant to any arrangement or understanding between Ms. DeVard and any other persons. There are no transactions in which Ms. DeVard has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Subject to her election, Ms. DeVard will participate in compensation arrangements for non-employee Directors as described under the heading “Director Compensation” in Dow’s Definitive Proxy Statement on Schedule 14A, to be filed with the SEC by March 4, 2022.

The Board will announce committee assignments following the 2022 Meeting.

A copy of the press release announcing these actions is attached hereto as Exhibit 99.1, which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

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

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.

EX-99.1

Exhibit 99.1

Jerri DeVard nominated to Dow’s Board of Directors

MIDLAND, Mich. – February 10, 2022 – Dow (NYSE: DOW) today announced its Board of Directors has nominated Jerri DeVard, former executive vice president and chief customer officer for Office Depot, Inc., to stand for election at the Company’s Annual Meeting of Stockholders on April 14. All other incumbent directors have also been nominated for election at the Annual Meeting.

With more than 30 years of marketing and leadership experience at large global brands, Ms. DeVard brings significant leadership expertise in the strategic, operational and financial aspects of integrated and online marketing including expertise in brand management, customer engagement and e-commerce. She also brings extensive governance experience in consumer products, e-commerce, social impact, change management and digital transformation across national and global enterprise. Ms. DeVard demonstrates strong advocacy for diversity, equity and inclusion objectives, including as founder of the Black Executive CMO Alliance (BECA).

“Jerri has a proven ability to consistently create value for a wide variety of stakeholders. She brings significant business expertise across all aspects of marketing, digitalization and e-commerce, robust governance experience and a strong passion and commitment to diversity, equity and inclusion,” said Jim Fitterling, Dow chairman and CEO. “Jerri will be an outstanding addition to Dow’s Board of Directors and we look forward to the perspectives and contributions she will bring to our Company and our stakeholders.”

Ms. DeVard’s nomination to Dow’s Board of Directors aligns with the Company’s focus on board succession planning and refreshment, which includes maintaining an appropriate balance of relevant skills and diverse experiences, including senior leadership, global business, capital allocation, financial acumen, technology expertise, operational and ESG experience, and marketing backgrounds.

Dow’s board ranks in the top quartile for ethnic diversity among industry peers. Dow’s board is also comprised of a strong balance of new and highly experienced directors, with more than half of the independent directors joining in the past three years.

The board will announce updates to committee assignments following the Annual Meeting.

Dow’s corporate governance guidelines and a complete list of Dow’s board, committee assignments and other corporate governance information can be found on the 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 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

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