Independent
Tenure on this board
6.8 yrs
12 nominees · 5 ballot items.
Election of Directors; Advisory (non-binding) vote to approve executive compensation; Advisory vote on frequency of future advisory votes on executive compensation (recommendation: 1 year); Approval of amendment to the 2019 Stock Incentive Plan to increase share reserve; Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Election of twelve nominated individuals to the Board of Directors to serve until the next annual meeting.
Non-binding advisory vote ("say-on-pay") to approve the Company’s executive compensation as disclosed in the proxy statement.
This proposal requests a non-binding advisory approval of the company’s named executive officer compensation as disclosed in the proxy materials (CD&A, Summary Compensation Table and related narrative). Management and the Compensation and Leadership Development Committee argue the programs align pay with performance, attract and retain talent, and support strategic goals; the Board recommends a vote FOR and will consider the outcome in future compensation decisions. The vote is advisory and does not legally bind the Board, but high prior support (92% in 2025) and ongoing shareholder engagement inform design. A FOR vote signals shareholder support for pay practices, while AGAINST could prompt engagement and potential program adjustments. The company indicates the next say-on-pay vote will occur in 2027 unless Board policy changes regarding frequency.
Non-binding advisory vote for stockholders to indicate preferred frequency (1, 2, or 3 years) of future advisory votes on executive compensation; Board recommends 1 year.
This advisory proposal asks shareholders to indicate their preferred frequency for future advisory 'say-on-pay' votes (options: 1 year, 2 years, 3 years). The Board recommends an annual vote (1 year) arguing that it provides timely shareholder feedback and aligns with the Company’s frequent engagement. The vote is non-binding; the option receiving a plurality will be considered by the Board. Annual frequency allows shareholders to respond quickly to compensation decisions and enhances accountability, while multi-year frequencies reduce administrative burden but limit responsiveness. The Board notes shareholders previously voted for annual frequency in 2020 and recommends 1 year.
Approve an amendment to the Dow Inc. 2019 Stock Incentive Plan to increase the share reserve by 60 million shares (from 125 million to 185 million) for future equity awards.
This management proposal seeks shareholder approval to increase the share reserve under the Dow Inc. 2019 Stock Incentive Plan by 60 million shares, raising the cap from 125 million to 185 million. Management and the Compensation and Leadership Development Committee argue the increase is necessary to maintain competitive equity grant practices, attract and retain key talent, and support long-term incentives tied to strategic objectives. The committee assessed historical share usage, projected grant needs, run rate (0.98% in 2025), three-year average run rate (0.76%), overhang (8.2% pre-amendment), and benchmarking versus peer practices, concluding that the additional shares should support needs for at least three years. The plan retains governance safeguards — fungible share counting, annual award limits, no repricing without shareholder approval, double-trigger CIC provisions, no evergreen feature, clawback policy, and independent committee administration — but shareholders will face increased dilution risk if approved. The Board unanimously recommends FOR; failure to approve would constrain equity compensation flexibility and could affect retention and recruitment.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2026.
This management proposal requests that shareholders ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026. The Audit Committee evaluated D&T’s qualifications, independence, performance, inspection results, and engagement team, and concluded D&T remains appropriate to serve. The Audit Committee preapproves categories of services, monitors fees ($22.4M audit fees in 2025; total $27.2M), and reviews independence matters. Ratification is routine and, if not approved, would prompt Audit Committee reconsideration, though the committee retains authority to appoint auditors. The Board recommends FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.41% | 46,193,815 | $1.9B |
| 2 | STATE STREET CORP | 4.87% | 35,113,389 | $1.5B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.56% | 32,835,529 | $1.4B |
| 4 | BlackRock, Inc. | 2.84% | 20,493,811 | $854M |
| 5 | PZENA INVESTMENT MANAGEMENT LLC | 2.59% | 18,633,053 | $776M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.29% | 16,476,430 | $683M |
| 7 | BlackRock, Inc. | 2.04% | 14,700,934 | $612M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 1.41% | 10,131,593 | $422M |
| 9 | Capital Research Global Investors | 1.27% | 9,146,090 | $381M |
| 10 | Invesco Ltd. | 1.16% | 8,372,337 | $349M |
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