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 11, 2017

 

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 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.  ☐

 

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on May 11, 2017 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 2017 fiscal year; (iii) holding an advisory vote to approve executive compensation; and (iv) holding an advisory vote on the frequency of future advisory votes to approve executive compensation.

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			857,305,507				9,213,543				4,212,368				157,564,263
Jacqueline K. Barton			832,233,138				32,907,832				5,590,448				157,564,263
James A. Bell			844,195,411				22,441,454				4,094,553				157,564,263
Richard K. Davis			764,660,979				102,023,466				4,046,973				157,564,263
Jeff M. Fettig			828,884,030				35,886,871				5,960,517				157,564,263
Andrew N. Liveris			806,730,204				57,195,398				6,805,816				157,564,263
Mark Loughridge			856,669,761				9,659,017				4,402,640				157,564,263
Raymond J. Milchovich			856,262,283				10,055,943				4,413,192				157,564,263
Robert S. (Steve) Miller			843,189,535				23,261,140				4,280,743				157,564,263
Paul Polman			843,241,767				23,290,627				4,199,024				157,564,263
Dennis H. Reilley			849,732,865				16,721,728				4,276,825				157,564,263
James M. Ringler			722,339,002				139,119,831				9,272,585				157,564,263
Ruth G. Shaw			833,089,893				33,837,440				3,804,085				157,564,263

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2017 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

1,002,913,775

21,056,136

4,325,770

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 to approve executive compensation			757,782,491				104,064,876				8,884,051				157,564,263

Stockholders voted, on an advisory basis, on the frequency of future advisory votes to approve executive compensation by the votes set forth in the table below.

 

		1 Year				2 Years				3 Years				Abstentions				Broker Non- Votes
Frequency of future advisory votes to approve executive compensation			773,958,713				4,876,595				86,012,866				5,883,244				157,564,263

The Board of Directors has determined that the Company will continue holding advisory votes to approve executive compensation on an annual basis.

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 15, 2017