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)) |
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 | ||||||||||||
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.
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 |
/s/ AMY E WILSON |
| Amy E. Wilson |
Corporate Secretary and Assistant General Counsel |