Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Executive Officer
On April 14, 2026, Dow Inc. (“Dow” or the “Company”) announced that on April 9, 2026 the Board of Directors (the “Board”) appointed Karen S. Carter as Chief Executive Officer of the Company, effective July 1, 2026. Ms. Carter will succeed Jim Fitterling, who will remain an employee of the Company and transition from Chief Executive Officer to Executive Chair effective July 1, 2026. He will serve as Executive Chair of the Board and continue to serve as a Director until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified.
As Chief Executive Officer, Ms. Carter will lead the execution of Dow’s global strategy and management of its enterprise operations. As Executive Chair, Mr. Fitterling will continue to chair the Board and focus on long-term strategy, governance and key external relationships. Richard K. Davis will continue to serve as Dow’s Independent Lead Director.
Ms. Carter, 55, brings more than three decades of experience at Dow. She has served as Dow’s Chief Operating Officer since December 2024 with oversight for business and operational performance across the Company and responsibility for Dow’s operating segments and key functional organizations, while strengthening customer engagement and accelerating innovation. Prior to her role as Chief Operating Officer, Ms. Carter served as President of Dow’s Packaging & Specialty Plastics business segment, the Company’s largest operating segment, from 2022 to 2024 and as Dow’s Chief Human Resources Officer and Chief Inclusion Officer from 2019 to 2022. Prior to those roles, Ms. Carter held roles of increasing responsibility in business, commercial, and corporate functions at Dow.
There are no arrangements or understandings between Ms. Carter and any other persons pursuant to which Ms. Carter was elected as Chief Executive Officer of the Company. There are no family relationships between Ms. Carter and any of the Company’s directors or executive officers. There are no transactions in which Ms. Carter has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Appointment of New Director
On April 9, 2026, the Board expanded the size of the Board from twelve to thirteen members and appointed Karen S. Carter to serve as a Director of the Board, effective July 1, 2026 until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified. Ms. Carter is not independent and will not be named to serve on any Board Committees. Ms. Carter will not receive any additional compensation to serve as a Director.
As noted above, there are no transactions in which Ms. Carter has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Carter and any other persons pursuant to which Ms. Carter was elected as a Director.
Amendment of the 2019 Stock Incentive Plan
As described under Item 5.07 below, the stockholders of the Company approved an amendment to the Dow Inc. 2019 Stock Incentive Plan, as previously amended on April 15, 2021 (“the Plan”) at the Company’s 2026 Annual Meeting of Stockholders (“2026 Meeting”). The Board approved the amendment to the Plan on February 12, 2026, subject to stockholder approval. The amendment became effective upon stockholder approval and increased the number of shares available for issuance under the Plan from 125 million to 185 million. A description of the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 27, 2026 (the “Proxy Statement”) and incorporated herein by reference. A copy of the amendment to the Plan is attached hereto as Exhibit 10.5.12 and incorporated herein by reference. All executive officers of the Company are eligible for awards under the Plan as amended.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 9, 2026, Dow held its 2026 Meeting. As of the close of business on February 13, 2026, the record date for the 2026 Meeting, 719,619,373 shares of the Company’s common stock were outstanding and entitled to vote. Each share of common stock is entitled to one vote. A total of 594,483,736 shares of common stock were voted in person or by proxy, representing 82.61% of the shares entitled to be voted and constituting a quorum. Abstentions and broker non-votes were included in determining the presence of a quorum for the 2026 Meeting.
The Company’s Bylaws prescribe the voting standard for election of Directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of Directors to be elected. Agenda Items must receive more for votes than against votes in order to be approved. Abstentions and broker non-votes were not counted and did not have an effect on the outcome of any matter except with respect to Agenda Item 5 (collectively, the “Voting Standard”).
Summary of Final Voting Results of the 2026 Meeting
The following is a summary of the final voting results on the matters considered and voted upon at the 2026 Meeting, all of which are described in the Proxy Statement.
In accordance with the Voting Standard, stockholders voted in favor of Agenda Item 1 (Election of Directors), with each of the twelve Director nominees named in the Proxy Statement receiving votes in favor of their election in the range of 93-97%. Stockholders voted in favor of each of the management proposals, as Agenda Item 2 (Advisory Resolution to Approve Executive Compensation) received 91% of the votes cast in favor of the proposal, Agenda Item 3 (Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation) received 97% of the votes cast in favor of 1 year, Agenda Item 4 (Approval of the Amendment to the 2019 Stock Incentive Plan) received 76% of votes cast in favor of the proposal, and Agenda Item 5 (Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026) received 94% of the votes cast in favor of the proposal. All percentages set forth above are rounded down to the nearest whole number.
