UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 14, 2015

 

 

THE DOW CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-3433		38-1285128
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

2030 DOW CENTER, MIDLAND, MICHIGAN 48674

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 989-636-1000

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Directors

(a) Effective May 14, 2015, Arnold A. Allemang retired from the Board of Directors (“Board”) of The Dow Chemical Company (the “Company”) consistent with the retirement guidelines in the Company’s Corporate Governance Guidelines.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on May 14, 2015 for the purposes of (i) electing 13 directors to hold office until the next annual meeting of stockholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year; (iii) holding an advisory vote on executive compensation; and (iv) holding a vote on one stockholder proposal.

All of management’s nominees for director as named in the Company’s Proxy Statement were elected by the votes set forth in the table below.

Election of Directors.

 

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Ajay Banga			808,990,499				12,145,288				5,433,560				157,924,413
Jacqueline K. Barton			809,872,759				12,317,787				4,378,001				157,924,413
James A. Bell			798,322,383				23,343,922				4,903,042				157,924,413
Richard K. Davis			794,333,948				26,762,257				5,473,142				157,924,413
Jeff M. Fettig			791,508,890				30,267,230				4,793,227				157,924,413
Andrew N. Liveris			772,719,539				46,799,695				7,050,113				157,924,413
Mark Loughridge			805,062,741				16,381,562				5,125,044				157,924,413
Raymond J. Milchovich			800,256,702				21,038,896				5,273,749				157,924,413
Robert S. Miller			788,833,305				32,145,197				5,590,845				157,924,413
Paul Polman			803,989,578				17,525,956				5,053,813				157,924,413
Dennis H. Reilley			800,349,290				21,274,004				4,946,053				157,924,413
James M. Ringler			740,665,142				80,968,145				4,936,060				157,924,413
Ruth G. Shaw			806,173,333				15,978,712				4,417,302				157,924,413

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2015 fiscal year was ratified by the votes set forth in the table below.

 

Votes For

Votes Against

Abstentions

Broker Non- Votes

Ratification of independent registered public accounting firm

966,792,906

13,753,563

3,947,291

N/A

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The Company’s executive compensation was approved, on an advisory basis, by the votes set forth in the table below.

 

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Advisory vote on executive compensation			720,972,614				95,093,778				10,502,955				157,924,413

The stockholder or a representative failed to appear and present the proposal to limit accelerated executive pay and accordingly the proposal was not considered or voted on at the meeting.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

THE DOW CHEMICAL COMPANY

Registrant

 

Date:		May 19, 2015