Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of Directors
(d) As described in Item 5.07 below, at the 2021 Annual Meeting of Stockholders of Dow (the “2021 Meeting”), the Company’s stockholders elected the eleven nominees named in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (“SEC”) on March 5, 2021 (“Proxy Statement”), to serve on the Board until the 2022 Annual Meeting of Stockholders or until a successor is duly elected and qualified.
The Board determined that each of the elected Directors (except Mr. Fitterling) is independent in accordance with the standards of independence of the New York Stock Exchange, rules and as described in Dow’s Corporate Governance Guidelines. There is no arrangement or understanding between the elected Directors and any other person pursuant to which they were selected as a director of the Company. There are no transactions in which the Directors have an interest requiring disclosure under Item 404(a) of Regulation S-K.
The Directors participate in compensation arrangements for non-employee directors as described under the heading “Director Compensation” in the Proxy Statement.
The Board then elected the following directors to serve on the designated committees of the Board effective April 15, 2021 until the first Board meeting following the 2022 Annual Meeting of Stockholders or until a successor is duly elected and qualified:
Audit Committee: Wesley G. Bush, Debra L. Dial, Jacqueline C. Hinman and Daniel W. Yohannes were elected as members of the Audit Committee of the Board. Richard K. Davis was elected the Chair of the committee.
Compensation and Leadership Development Committee: Samuel R. Allen, Gaurdie Banister Jr., Luis Alberto Moreno and Jill S. Wyant were elected as members of the Compensation and Leadership Development Committee of the Board. Jeff M. Fettig was elected the Chair of the committee.
Corporate Governance Committee: Wesley G. Bush, Richard K. Davis, Jeff M. Fettig and Jacqueline C. Hinman were elected as members of the Corporate Governance Committee of the Board. Samuel R. Allen was elected the Chair of the committee.
Environment, Health, Safety & Technology Committee: Gaurdie Banister Jr., Wesley G. Bush, Debra L. Dial, Luis Alberto Moreno, Jill S. Wyant and Daniel W. Yohannes were elected as members of the Environment, Health, Safety & Technology Committee of the Board. Jacqueline C. Hinman was elected the Chair of the committee.
Compensatory Arrangements of Certain Officers
(e) As described in Item 5.07 below, at the 2021 Meeting the Company’s stockholders approved an amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance thereunder by 50 million shares. The Board of Directors had previously approved the amendment on February 11, 2021, subject to stockholder approval. The amendment became effective upon approval by the stockholders. A description of the 2019 Stock Incentive Plan as amended is set forth in the Proxy Statement and incorporated herein by reference. A copy of the amendment to the 2019 Stock Incentive Plan is attached hereto as Exhibit 10.5.7 and incorporated herein by reference. All executive officers are eligible under the 2019 Stock Incentive Plan as amended.
(e) As described in Item 5.07 below, at the 2021 Meeting the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The Board of Directors had previously approved the ESPP on February 11, 2021, subject to stockholder approval. The ESPP became effective upon approval by the stockholders. A description of the ESPP is set forth in the Proxy Statement and incorporated herein by reference. A copy of the ESPP is attached hereto as Exhibit 10.11 and incorporated herein by reference. All executive officers are eligible to participate in the ESPP.
