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Form 8-K · Current Report · Filed 2024-02-20

Dow Inc. Updates Bylaws for Director Nominations and Proxy Solicitations

On February 15, 2024, Dow Inc. updated its Bylaws to enhance director nomination processes and proxy solicitations. The changes include requiring stockholders to represent their intent to solicit proxies from at least 67% of the voting power of the Company's outstanding capital stock and comply with Rule 14a-19 of the Securities Exchange Act of 1934. Additionally, the Bylaws now mandate the use of a non-white proxy card color by stockholders soliciting proxies, reserving white proxy cards for the Board's exclusive use. Other amendments address committee responsibilities and remove the requirement for the Company to provide a complete list of stockholders entitled to vote at meetings.

Filer
Dow Inc. DOW · NYSE
Filed
Accession
0001193125-24-039988
CIK
0001751788
Signal
Medium impactBasic Materials

Items reported

Item 5.03

Amendments to Articles of Incorporation or Bylaws

Bylaw Amendment
Item 9.01

Financial Statements and Exhibits

Exhibits Furnished

Market reaction

Close before filing

$55.48

Next session

+0.5%

Since filing

-45.4%

Latest close

$30.29

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from DOW reporting the same item, with the next session's move:

Exhibits (1)

About Dow Inc.

Dow Inc. is a leading player in the global chemical manufacturing sector, known for its integrated, market-driven portfolio that delivers a broad range of differentiated science-based products and solutions. Its primary function is to provide materials critical for a multitude of industries, including packaging, infrastructure, consumer care, and electronics. With a robust presence in over 160 countries, Dow leverages its advanced production techniques and research and development capabilities to produce a diverse array of innovative materials, from performance plastics and coatings to silicones and other specialty chemicals. Dow's extensive product offerings cater to various industries by addressing essential needs such as durability, sustainability, and performance enhancement. The company boasts a commitment to sustainability, striving to reduce its environmental footprint while enabling its clients to achieve their sustainability goals. Established as a core pillar in the chemical industry, Dow Inc. plays a vital role in fostering industrial growth and facilitating advancements in technology and efficiency across multiple sectors.

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