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Dow announces results from 2022 Annual Stockholder Meeting

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On April 14, 2022, Dow (NYSE: DOW) reported the outcomes of its 2022 Annual Meeting of Stockholders. Shareholders elected 11 directors to the Board for one-year terms, including Richard K. Davis as independent lead director. An advisory resolution on executive compensation was approved, while a proposal for an Independent Board Chairman was rejected. The appointment of Deloitte & Touche LLP as independent auditor for 2022 was ratified. Dow's Board boasts significant ethnic diversity, with nearly 60% comprising women or U.S. ethnic minorities.

Positive
  • Stockholders approved the advisory resolution on executive compensation.
  • Deloitte & Touche LLP was ratified as the independent auditor for 2022.
  • The Board shows strong ethnic diversity, with nearly 60% of directors being women or U.S. ethnic minorities.
Negative
  • Majority of votes against the Stockholder Proposal for an Independent Board Chairman.

MIDLAND, Mich., April 14, 2022 /PRNewswire/ -- Dow (NYSE: DOW) is pleased to report the preliminary results of its 2022 Annual Meeting of Stockholders. Today stockholders elected Samuel R. Allen, Gaurdie 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 2022. A majority of votes cast by Dow stockholders were against the Stockholder Proposal for an Independent Board Chairman.

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.

Following the Company's 2022 Annual Meeting of Stockholders, the Board of Directors 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, actively serving on the Company's audit and corporate governance committees, and was elected to serve his first term as independent lead director in 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 more than half of the eleven independent directors joining in the past three years. All directors are all highly accomplished leaders and together bring a variety of relevant skills and diverse experiences, including senior leadership, global business, capital allocation, financial acumen, technology expertise, operational experience, as well as ESG experience. 

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 (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

Twitter: https://twitter.com/DowNewsroom 
Facebook: https://www.facebook.com/dow/ 
LinkedIn: http://www.linkedin.com/company/dow-chemical 
Instagram: http://instagram.com/dow_official 

Cautionary Statement about Forward-Looking Statements
Certain statements in this report 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; 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.

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, 2021. 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 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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SOURCE The Dow Chemical Company

FAQ

What were the results of Dow's 2022 Annual Meeting of Stockholders?

Dow's 2022 Annual Meeting resulted in the election of 11 directors and the approval of executive compensation.

Who was re-elected as the independent lead director of Dow?

Richard K. Davis was re-elected as independent lead director for a one-year term.

What independent audit firm was appointed by Dow for 2022?

Deloitte & Touche LLP was ratified as the independent auditor for 2022.

Was the Stockholder Proposal for an Independent Board Chairman approved?

No, a majority of votes cast were against the Stockholder Proposal for an Independent Board Chairman.

How diverse is Dow's Board of Directors?

Dow's Board ranks in the top quartile for ethnic diversity, with nearly 60% of its directors being women or U.S. ethnic minorities.

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Chemicals
Plastic Materials, Synth Resins & Nonvulcan Elastomers
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