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 15, 2014

 

 

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

(e) The Board of Directors of The Dow Chemical Company previously approved, subject to stockholder approval, The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan (“Amended and Restated 2012 Stock Incentive Plan”). According to the results from the Company’s 2014 Annual Meeting of Stockholders held on May 15, 2014, the Company’s stockholders approved the Amended and Restated 2012 Stock Incentive Plan. A detailed summary of the material terms of the 2012 Stock Incentive Plan appears on pages 47-54 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2014 (the “Proxy Statement”). The foregoing description of the Amended and Restated 2012 Stock Incentive Plan is qualified in its entirety by reference to the full text of the Amended and Restated 2012 Stock Incentive Plan, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on May 15, 2014 for the purposes of (i) electing 10 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 2014 fiscal year; (iii) holding an advisory vote on executive compensation; (iv) approving of the Amended and Restated 2012 Stock Incentive Plan; and (v) holding a vote on two stockholder proposals.

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
Arnold A. Allemang			873,029,444				15,459,164				13,367,862				137,189,344
Ajay Banga			872,157,671				15,112,211				14,586,588				137,189,344
Jacqueline K. Barton			873,953,838				14,332,611				13,570,021				137,189,344
James A. Bell			875,671,926				12,121,829				14,062,715				137,189,344
Jeff M. Fettig			869,404,722				18,352,017				14,099,731				137,189,344
Andrew N. Liveris			856,320,804				30,196,951				15,338,715				137,189,344
Paul Polman			872,632,544				14,994,679				14,229,247				137,189,344
Dennis H. Reilley			873,831,371				13,673,180				14,351,919				137,189,344
James M. Ringler			847,222,359				40,404,002				14,230,109				137,189,344
Ruth G. Shaw			809,667,289				78,313,128				13,876,053				137,189,344

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2014 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

1,019,879,624

13,074,775

6,091,415

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			703,046,664				188,971,558				9,838,248				137,189,344

The Amended and Restated 2012 Stock Incentive Plan was approved, by the votes set forth in the table below.

 

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Approval of the Amended and Restated 2012 Stock Incentive Plan			731,522,332				161,733,718				8,600,420				137,189,344

The stockholder proposal on shareholder action by written consent was defeated, by the votes set forth in the table below.

 

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Stockholder proposal on shareholder action by written consent			366,352,930				523,393,481				12,110,059				137,189,344

The stockholder proposal on executive stock retention was defeated, by the votes set forth in the table below.

 

		Votes For				Votes Against				Abstentions				Broker Non-Votes
Stockholder proposal on executive stock retention			182,744,864				705,777,068				13,334,538				137,189,344

---

Item 9.01 Financial Statements and Exhibits.

Exhibits.

 

10.1		The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan

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 20, 2014

 

---

Exhibit Index

 

Exhibit Number		Description of Exhibit
10.1		The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan