Dow (DOW) Proxy Filing summary

Executive summary

• Regular engagement with a broad range of stakeholders, including institutional investors, analysts, and rating agencies, to inform governance and compensation practices.

• Board and management focus on aligning strategy with enterprise risk and opportunity, supported by ongoing stakeholder feedback.

• Forward-looking statements address risks such as geopolitical conflicts, supply chain disruptions, and sustainability commitments.

Voting matters and shareholder proposals

• Shareholders are asked to vote on director elections, executive compensation, frequency of say-on-pay votes, an amendment to the 2019 Stock Incentive Plan, and ratification of the external auditor.

• Board recommends voting FOR all agenda items and a 1-year frequency for future say-on-pay votes.

Board of directors and corporate governance

• Board is 92% independent with an average tenure of 8 years; includes a Lead Director and diverse backgrounds.

• Committees include Audit, Compensation & Leadership Development, Corporate Governance, and Environment, Health, Safety & Technology.

• Ongoing board refreshment and enhanced disclosure of director qualifications.