Dow Inc. Proxy Statement Filing

TL;DR

Dow Inc. filed its proxy statement, shareholders vote soon.

AI Summary

Dow Inc. filed a Definitive Additional Materials (DEFA14A) on March 19, 2024, related to its proxy statement. This filing is for the company's annual meeting where shareholders will vote on various proposals. The document is a public filing and does not require a fee.

Why It Matters

This filing provides shareholders with crucial information and voting materials for the company's annual meeting, impacting corporate governance and shareholder decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing information to shareholders and does not indicate any immediate financial or operational risks.

Key Players & Entities

• Dow Inc. (company) — Registrant
• 2211 H.H. Dow Way, Midland, MI 48674 (company) — Business and Mail Address
• 9896361000 (company) — Business Phone Number

FAQ

Filing Documents

• d90388ddefa14a.htm (DEFA14A) — 19KB
• g90388g0315022527150.jpg (GRAPHIC) — 2KB
• g90388g0315113403099.jpg (GRAPHIC) — 3KB
• g90388g07e19.jpg (GRAPHIC) — 25KB
• 0001193125-24-071316.txt ( ) — 62KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Dow Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR PROXY TODAY VOTE AGAINST AGENDA ITEMS 4 AND 5 March 19, 2024 Dear Fellow Stockholders, We recently distributed proxy materials of Dow Inc. (the Company or Dow) in connection with the 2024 Annual Meeting of Stockholders to be held on April 11, 2024. Your vote and your support are vital at this years meeting. This years agenda is critically important. In addition to requesting your support for our directors and management proposals, we ask for your support to vote AGAINST Agenda Items 4 and 5 regarding stockholder proposals for a Shareholder Right to Act by Written Consent and a Single-Use Plastics Report, respectively. Your attention to these proposals is very important. As we set forth below, our Board follows best practices in corporate governance, which provide meaningful opportunities for stockholders to act, both inside and outside of the annual meeting cycle. Our governance practices also allow for stockholders to communicate their priorities and concerns with the Board and management. Additionally, with robust Board and committee oversight, Dow continues to make significant investments in and has taken considerable steps to advance a circular economy, develop renewable solutions and lead our industry in transforming plastic waste into commercialized circular solutions, all of which have been publicly disclosed. Agenda Item 4, regarding a Shareholder Right to Act by Written Consent The Board believes that stockholder action by written consent has the potential for abuse and disenfranchisement of a large group of stockholders while creating substantial confusion and disruption. The written consent process may not require advance communication to be provided to all stockholders, may not provide sufficient time for proper consideration, and could allow a small group of stockholders engaging in short-term speculation to solicit the fewest possible votes required to act. Regular stockholder meetings provide a more transparent, informed, and equitable process for all stockholders to exercise their rights. The Companys existing corporate governance and engagement practicesparticularly that stockholders holding 25% of the outstanding shares may call special meetingsprovide robust procedural protections that appropriately balance enhancing stockholder rights while adequately protecting stockholder interests. A comprehensive description of the Companys governance practices is available beginning on page 17 of the Companys 2024 Proxy Statement and page 108 has a detailed list of governance provisions and shareholder protections, which make adoption of this proposal unnecessary. The Board of Directors recommends a vote AGAINST stockholder proposal Agenda Item 4 regarding a Shareholder Right to Act by Written Consent. Agenda Item 5, regarding a Single-Use Plastics Report The Board has considered this proposal and deems it unnecessary to complete the proposal recommendations as it is not a good use of Company resources and consequently not in the best interests of its stockholders. Midland, Michigan USA Dow Inc. Letter to Stockholders March 19, 2024 Page 2 Industry data demonstrates that Dow will NOT be materially impacted by any active or contemplated single-use plastics bans. National bans of single-use plastics target items such as take-out food containers, cutlery and cups that are mostly made from polystyrene, polypropylene and polyester, which Dow does NOT directly produce. Dows Packaging and Specialty Plastics business would only be minimally impacted by such bans. Even if all the plastics bans under consideration were hypothetically to come into effect, the estimated impact would be less than 2% of Dows total sales based on 2023 revenue, and therefore, not material to the financial performance of the Company. Overall growth for polyethylene demand remains robust, with global polyethylene demand expected to grow at approximately 1.21.4x of gross domestic product. We anticipate this demand will shift toward circular, low-carbon emissions polyethylene products driven by reg

View Full Filing

View this DEFA14A filing on SEC EDGAR