Dow (DOW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 9, 2026, with virtual participation and advance voting options available to all shareholders.

• 2025 financial highlights include $40B net sales, $(2.4)B net loss, $0.4B operating EBIT, and $1.5B in dividends returned to shareholders.

• Achieved $1B in annualized cost reductions, $3B from strategic asset partnerships, and $2.4B in bond issuances.

• Board and management focused on disciplined capital allocation, cost savings, and strategic partnerships to support near-term cash and long-term value.

• Recognized for workplace excellence, sustainability leadership, and community engagement.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 12 directors, advisory approval of executive compensation, frequency of future say-on-pay votes (Board recommends annual), amendment to increase shares under the 2019 Stock Incentive Plan, and ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR the stock plan amendment, FOR auditor ratification, and 1 YEAR for say-on-pay frequency.

Board of directors and corporate governance

• Board consists of 12 nominees, 11 of whom are independent, with diverse expertise in finance, governance, technology, sustainability, and global operations.

• Annual election of directors by majority vote; robust refreshment, orientation, and evaluation processes.

• Independent Lead Director provides strong oversight and leadership; Board committees are fully independent.

• Stockholders have rights to call special meetings (25% ownership), proxy access for director nominations, and no supermajority voting requirements.