Item 5.07 Submission of Matters to a Vote of Security Holders
On April 13, 2023, Dow Inc. (“Dow” or the “Company”) held its 2023 Annual Meeting of Stockholders (“2023 Meeting”). As of the close of business on February 15, 2023, the record date for the 2023 Meeting, 707,988,709 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 583,077,512 shares of common stock were voted in person or by proxy, representing 82.4% 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 at the 2023 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 2023 Annual Meeting.
The following is a summary of the final voting results on the matters considered and voted upon at the 2023 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 March 3, 2023 (the “Proxy Statement”).
In accordance with the Voting Standard, stockholders voted in favor of Agenda Item 1 (Election of Directors), with each of the twelve 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 91% 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 2023) received 95% of the votes cast in favor of the resolution. Stockholders voted against each of the stockholder proposals, as Agenda Item 4 (Stockholder Proposal—Independent Board Chairman) received 74% of the votes cast against the resolution and Agenda Item 5 (Stockholder Proposal—Single-Use Plastics Report) received 70% of the votes cast against the resolution. All percentages set forth above are rounded to the nearest whole number. Details of the final voting results are set forth below.
The following are the detailed final voting results on each of the matters considered and voted upon at the 2023 Meeting, all of which are described in the Proxy Statement.
Agenda Item 1: Election of Directors.
The Company’s stockholders elected the following twelve nominees to serve on the Board of Directors of the Company (the “Board”) until the 2024 Annual Meeting of Stockholders or until a successor is duly elected and qualified.
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Director |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
Samuel R. Allen |
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443,433,466 |
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19,817,744 |
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2,146,710 |
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117,679,592 |
Gaurdie E. Banister Jr. |
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450,326,701 |
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12,553,039 |
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2,518,180 |
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117,679,592 |
Wesley G. Bush |
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453,075,487 |
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10,155,564 |
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2,166,869 |
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117,679,592 |
Richard K. Davis |
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450,790,757 |
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12,480,284 |
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2,126,879 |
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117,679,592 |
Jerri DeVard |
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453,605,798 |
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9,359,154 |
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2,432,968 |
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117,679,592 |
Debra L. Dial |
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455,361,089 |
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7,750,955 |
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2,285,876 |
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117,679,592 |
Jeff M. Fettig |
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431,507,379 |
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31,766,901 |
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2,123,640 |
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117,679,592 |
Jim Fitterling |
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435,945,613 |
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26,374,811 |
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3,077,496 |
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117,679,592 |
Jacqueline C. Hinman |
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434,731,075 |
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28,683,558 |
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1,983,287 |
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117,679,592 |
Luis Alberto Moreno |
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449,493,257 |
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13,675,828 |
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2,228,835 |
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117,679,592 |
Jill S. Wyant |
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450,641,984 |
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12,435,974 |
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2,319,962 |
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117,679,592 |
Daniel W. Yohannes |
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454,096,208 |
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8,838,911 |
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2,462,801 |
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117,679,592 |