8-K

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.

Dow Inc.
2211 H.H. Dow Way, Midland, MI 48674
(989) 636-1000

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 15, 2025 (April 10, 2025)

LOGO

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).

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.		☐

Section 5 - Corporate Governance and Management

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 10, 2025, Dow Inc. (“Dow” or the “Company”) held its 2025 Annual Meeting of Stockholders (“2025 Meeting”). As of the close of business on February 14, 2025, the record date for the 2025 Meeting, 705,764,456 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 586,905,822 shares of common stock were voted in person or by proxy, representing 83.15% 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 for the 2025 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 2025 Meeting

The following is a summary of the final voting results on the matters considered and voted upon at the 2025 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 February 28, 2025 (the “Proxy Statement”).

In accordance with the Voting Standard, stockholders voted in favor of Agenda Item 1 (Election of Directors), with each of the thirteen 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 92% 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 2025) received 94% of the votes cast in favor of the resolution. All percentages set forth above are rounded down to the nearest whole number.

The following are the detailed final voting results on each of the matters considered and voted upon at the 2025 Meeting, all of which are described in the Proxy Statement.

Agenda Item 1: Election of Directors

The Company’s stockholders elected the following thirteen nominees to serve on the Board of Directors of the Company (the “Board”) until the 2026 Annual Meeting of Stockholders or until a successor is duly elected and qualified.


Director	For	Against	Abstain	Broker Non-Votes
Samuel R. Allen	446,970,421	14,691,886	2,179,949	123,063,566
Gaurdie E. Banister Jr.	448,903,055	12,997,626	1,941,575	123,063,566
Wesley G. Bush	451,314,991	10,663,529	1,863,736	123,063,566
Richard K. Davis	447,595,890	14,367,460	1,878,906	123,063,566
Jerri DeVard	449,801,156	12,196,879	1,844,221	123,063,566
Debra L. Dial	452,579,113	9,425,339	1,837,804	123,063,566
Jeff M. Fettig	433,633,337	28,348,133	1,860,786	123,063,566
Jim Fitterling	429,937,732	32,222,572	1,681,952	123,063,566
Jacqueline C. Hinman	439,016,680	23,069,616	1,755,960	123,063,566
Rebecca B. Liebert	453,867,744	8,255,054	1,719,458	123,063,566
Luis Alberto Moreno	448,381,185	13,610,499	1,850,572	123,063,566
Jill S. Wyant	448,861,425	13,213,560	1,767,271	123,063,566
Daniel W. Yohannes	451,597,520	10,415,086	1,829,650	123,063,566

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 2026 Annual Meeting of Stockholders.


For	Against	Abstain	Broker Non-Votes
423,959,924	36,728,473	3,153,859	123,063,566

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 2025.


For	Against	Abstain	Broker Non-Votes
554,093,233	29,948,145	2,864,444	0

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure.

On April 10, 2025, the Company issued a press release announcing the preliminary results from the 2025 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.

Section 8 - Other Events

Item 8.01. Other Events.

Board Leadership Structure

The Board elected Richard K. Davis to serve as Lead Director effective April 10, 2025, until the first Board meeting following the 2026 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 10, 2025, until the first Board meeting following the 2026 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, Rebecca B. Liebert 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., Richard K. Davis, 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, Gaurdie E. Banister Jr., Wesley G. Bush, Richard K. Davis, Jeff M. Fettig, Jacqueline C. Hinman and Daniel W. Yohannes 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: Wesley G. Bush, Jerri DeVard, Debra L. Dial, Jacqueline C. Hinman, Rebecca B. Liebert, Luis Alberto Moreno, and Jill S. Wyant were elected as members of the Environment, Health, Safety & Technology Committee of the Board. Jacqueline C. Hinman was elected the Chair of the Committee.

Section 9 - Financial Statements and Exhibits

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 10, 2025.

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.

Signature

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 15, 2025

/s/ AMY E. WILSON

Amy E. Wilson

General Counsel and Corporate Secretary

SEC Form 8-K filed by Dow Inc.