Item 8.01 Other
On February 10, 2022, Dow announced the nomination of Jerri DeVard, former
Executive Vice President and Chief Customer Officer, Office Depot, Inc., to
stand for election as a Director at Dow's Annual Meeting of Stockholders to be
held on April 14, 2022 (the "2022 Meeting").
The Board determined that Ms. DeVard is independent in accordance with the
standards of independence of the New York Stock Exchange, U.S. Securities and
Exchange Commission ("SEC") rules and as described in Dow's Corporate Governance
Guidelines. Ms. DeVard was not selected as a Director nominee pursuant to any
arrangement or understanding between Ms. DeVard and any other persons. There are
no transactions in which Ms. DeVard has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
Subject to her election, Ms. DeVard will participate in compensation
arrangements for non-employee Directors as described under the heading "Director
Compensation" in Dow's Definitive Proxy Statement on Schedule 14A, to be filed
with the SEC by March 4, 2022.
The Board will announce committee assignments following the 2022 Meeting.
A copy of the press release announcing these actions is attached hereto as
Exhibit 99.1, which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein
by reference.
Exhibit No. Exhibit Description
99.1 Press release issued by Dow on February 10, 2022.
104 Cover Page Interactive Data File. The cover page interactive
data file does not appear in the Interactive Data File because
its XBRL tags are embedded with the Inline XBRL document.
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