DOW Dow Inc

On December 15, 2016, the Board of Directors (the “Board”) of The Dow Chemical Company (the “Company”) approved amendments to the Company’s Bylaws and readopted them in full (as amended, the “Bylaws”) to implement proxy access and make related changes to the advance notice provision.

Revised Section 2.9 and new Section 2.10 of the Bylaws implement proxy access and permit an eligible stockholder, or a group of up to 20 eligible stockholders and beneficial owners, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the number of the Company’s directors then serving, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.

The amendments to the Bylaws also include clarifications, updates and conforming revisions to the advance notice provisions in Section 2.9, including a revision to the period for delivering notice to the Company of nominations and proposals intended to be presented by stockholders and the information to be included in the notice. The amendments to the Bylaws provide that the amendment to Section 2.9(a)(ii) revising the period for advance notice of business or nominations to be presented at an annual meeting of stockholders, is effective following the Company’s 2017 annual meeting of stockholders, so that the notice period with respect to the Company’s 2017 annual meeting of stockholders remains as set forth in the 2016 proxy statement.

The above description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws filed as Exhibit 3(ii) to this Report.