DOW INC
For the period ended Apr 10, 2025. Filed Feb 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 10, 2025 · Filed Feb 28, 2025
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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 |
Notice of Annual Meeting
of Stockholders
& proxy statement
Notice of Annual Meeting of Stockholders
Dear Dow Stockholder,
You are invited to attend the 2025 Annual Meeting of Stockholders of Dow Inc. (the “2025 Meeting”) online atwww.virtualshareholdermeeting.com/DOW2025.
At the 2025 Meeting, stockholders will vote on the following matters either by proxy or in person at the virtual meeting:
Election of the Directors named in the Proxy Statement
Advisory Resolution to Approve Executive Compensation
Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2025
Transaction of any other business as may properly be brought before the 2025 Meeting
| Meeting Date | Record Date | Meeting Time |
| Thursday, April 10, 2025 | Friday, February 14, 2025 | 8:00 AM Eastern Time |
| Virtual Meeting www.virtualshareholdermeeting.com/DOW2025 | ||
How to Vote in Advance of the 2025 Meeting
Your vote is important. We encourage you to vote in advance, even if you plan to attend the 2025 Meeting online. To vote online or by phone, you will need to use your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form. The independent tabulator must receive any proxy that will not be delivered electronically at the 2025 Meeting by 11:59 PM Eastern Time on April 9, 2025.
www.proxyvote.com
1-800-690-6903 or the number provided on your voting instructions
Use the postage-paid envelope provided if you received printed proxy materials
The Board of Directors of Dow Inc. (the “Board”) has set the close of business on February 14, 2025 as the record date for determining stockholders who are entitled to receive notice of and to vote at the 2025 Meeting and any adjournment or postponement thereof.
As permitted by the SEC rules, proxy materials were made available via the internet. Notice regarding availability of proxy materials and instructions on how to access those materials were mailed to certain stockholders of record on or about February 28, 2025 (the “Notice of Internet Availability of Proxy Materials”). The Notice of Internet Availability of Proxy Materials included instructions on how to vote and how to request a paper copy of the proxy materials. This method of notice and access gives the Company a low-cost way to furnish stockholders with their proxy materials. If you previously chose to receive proxy materials electronically, you will continue to receive access to these materials via email unless you elect otherwise.
2025 | Dow Proxy Statement 1
Notice of Annual Meeting of Stockholders
How to Attend the 2025 Meeting
You are invited to attend the 2025 Meeting online atwww.virtualshareholdermeeting.com/DOW2025. Dow is pleased to use the virtual meeting format to facilitate stockholder attendance, voting and questions by leveraging technology to communicate more effectively and efficiently with our stockholders. This format allows stockholders to participate fully from any location, without the cost of travel.
To participate in the 2025 Meeting, you must be a stockholder of record and log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form. Whether or not you participate in the 2025 Meeting online, it is important that your shares are included in the voting process.
If you are a beneficial stockholder, please follow the instructions on the voting instruction form provided by your bank or broker or other nominee in order to participate in the 2025 Meeting. Please contact your bank or broker if you have questions about how to obtain your control number.
Interested persons who are not stockholders may also access the 2025 Meeting as guests, but will not be able to vote or ask questions during the 2025 Meeting.
How to Ask Questions
Stockholders may submit questions during the 2025 Meeting using the “Ask a Question” field on the virtual meeting website. You will need to log in with your 16-digit control number found on the Notice of Internet Availability of Proxy Materials, the proxy card or the voting instruction form to submit a question.
Time has been allocated on the agenda to respond to questions submitted during the 2025 Meeting. Questions we do not answer during the 2025 Meeting will be answered in writing and posted on the Company’s website atwww.dow.com/investors. Questions on the same topic or questions that are otherwise related may be grouped, summarized and answered together to avoid repetition.
For more information, see the section titled “Voting and Attendance Procedures” on page 100. Please refer to the 2025 Meeting Rules of Conduct and Procedures for more information on how to vote, how to ask questions and other procedures for the 2025 Meeting. The Rules of Conduct and Procedures are available atwww.proxyvote.comand during the 2025 Meeting atwww.virtualshareholdermeeting.com/DOW2025.
A replay of the 2025 Meeting will be made available promptly atwww.dow.com/investors and it will remain available for at least one year.
We encourage you to join the 2025 Meeting early. Online access will begin approximately 15 minutes before the start at 8:00 AM Eastern Time. If you encounter technical difficulties during the check-in or while attending the meeting, we have technicians available to help you. The technical support contact information will be posted on the 2025 Meeting login page. In the event of any technical malfunction, we expect to make an announcement on the 2025 Meeting login page. Any updated information regarding the 2025 Meeting will be posted atwww.dow.com/investors.
Thank you for your continued support and interest in Dow.
Amy E. Wilson
General Counsel and Corporate Secretary
February 28, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR THE STOCKHOLDERS MEETING TO BE HELD ON APRIL 10, 2025 The Notice of Internet Availability of Proxy Materials, Proxy Statementand Annual Report are available at www.proxyvote.com.
2 2025 | Dow Proxy Statement
Table of Contents
| Notice of Annual Meeting of Stockholders | 1 | ||
|---|---|---|---|
| Table of Contents | 3 | Board of Directors | 33 |
| A Message from our Independent Lead Director | 4 | Agenda Item 1: Election of Directors | 33 |
| Qualifications and Composition | 34 | ||
| Nominees for Election | 49 | ||
| Proxy Statement Summary | 5 | Director Compensation | 50 |
| About Dow | 6 | Beneficial Ownership of Company Stock | 53 |
| 2024 Highlights | 7 | ||
| Advancing Our Ambition | 8 | ||
| Environmental Performance | 9 | Compensation Discussion & Analysis | 55 |
| Inclusion | 11 | CD&A Executive Summary | 56 |
| Community | 12 | Executive Compensation and Benefits | 58 |
| Corporate Governance | 14 | The Compensation Process | 73 |
| Executive Compensation | 17 | Other Considerations | 76 |
| Stockholder Engagement | 18 | ||
| Compensation Tables and Narrative | 78 | ||
| Corporate Governance | 19 | Pay Versus Performance | 84 |
| Corporate Governance Guidelines | 19 | Benefits | 88 |
| Director Independence | 19 | Potential Payments upon Termination or | 91 |
| Board Leadership Structure | 20 | Change-in-Control | |
| Board, Committee and Annual Meeting Attendance | 21 | Compensation and Leadership Development | 94 |
| Executive Sessions of Directors | 21 | Committee Report | |
| Board Committees | 21 | ||
| Board’s Role in the Oversight of Strategy and Priorities | 26 | ||
| Board’s Role in the Oversight of Risk Management | 26 | Management Proposals | 95 |
| Cybersecurity and Information Security | 27 | Agenda Item 2: Advisory Resolution to Approve | 95 |
| Code of Conduct | 28 | Executive Compensation | |
| Political Engagement and Disclosure | 29 | Agenda Item 3: Ratification of the Appointment of the | 96 |
| Communications with the Board and Directors | 29 | Independent Registered Public Accounting Firm | |
| Director Qualifications | 30 | Audit Committee Report | 98 |
| Director Orientation and Education | 30 | ||
| Director Candidate Nominations through Proxy Access | 31 | ||
| Service on Other Public Company Boards | 31 | Voting and Attendance Procedures | 100 |
| Board and Committee Evaluation Process | 31 | Additional Information | 103 |
| Board Refreshment and Succession Planning | 32 | ||
| Certain Relationships and Related Transactions | 32 | Appendix | 105 |
| Related Person Transactions | 32 | Non-GAAP Reconciliation | 105 |
| Defined Terms | 107 | ||
| Cautionary Statement Regarding Forward-LookingStatements | 108 | ||
2025 | Dow Proxy Statement 3
A Message from our Independent Lead Director
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.