UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): June 13, 2019
DOW INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38646 | 30-1128146 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
2211 H.H. Dow Way Midland, MI | 48674 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone numbers, including area code) (989)636-1000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.01 per share | DOW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) orRule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 13, 2019, the Board of Directors of Dow Inc. (the “Board”) expanded the size of the Board from ten to eleven members, and appointed Samuel R. Allen to the Board, effective August 1, 2019.
Mr. Allen will serve on the Compensation and Leadership Development Committee and the Corporate Governance Committee.
There is no arrangement or understanding between Mr. Allen and any other person pursuant to which Mr. Allen was selected as a director of the Company. There are no transactions in which Mr. Allen has an interest requiring disclosure under Item 404(a) of RegulationS-K.
On June 13, 2019, Dow Inc. issued a press release announcing the new director. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference. |
EXHIBIT INDEX
Exhibit No. | Description | |
| 99.1 | Press Release dated June 13, 2019 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DOW INC.
Date: June 13, 2019
/s/ AMY E. WILSON |
Amy E. Wilson |
General Counsel and Corporate Secretary |
