You received these proxy materials because the Board of Directors is soliciting your proxy to vote your shares at the Dow Annual Meeting of stockholders. By giving your proxy, you authorize persons selected by the Board to vote your shares at the Annual Meeting in the way that you instruct. All shares represented by valid proxies received before the Annual Meeting will be voted in accordance with the stockholder's specific voting instructions.
Dow Proxy Resource Center
Dow Proxy Resource Center
This page is a resource for additional information and frequently asked questions related to this year's Annual Meeting, Proxy Statement and Annual Report.
2017 Proxy Statement
The Notice of Annual Shareholders Meeting and Proxy Statement contain details of the business to be conducted at this year's Annual Meeting. Whether or not you attend the Annual Meeting, it is important your shares are represented and voted at the meeting. Therefore, we encourage you to carefully review the proxy statement then promptly vote and submit your proxy.
2017 Annual Meeting Details
The Dow Chemical Company will host its Annual Meeting of Stockholders on Thursday, May 11, 2017, at 10:00 AM EDT, at the Midland Center for the Arts, 1801 West St. Andrews, Midland, Michigan.
Proxy Statement and Annual Meeting FAQ
What is a proxy statement? What is a proxy?
A proxy statement is the common name for Form 14-A filed with the U.S. Securities and Exchange Commission. The proxy statement informs stockholders of an upcoming meeting of stockholders, the matters up for a vote, and instructions for voting. The proxy statement also contains information about the Company and the matters to be voted on so that you can make informed voting decisions.
A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card.
Who is entitled to vote at the Annual Meeting?
Only Dow common stockholders of record at the close of business on March 15, 2017, the record date for voting at the Annual Meeting of Stockholders, are entitled to vote.
What proposals will be considered at the Dow Annual Meeting?
At the Dow Annual Meeting, Dow stockholders will be asked to consider and vote on:
- Annual Election of Directors
- Ratification of the Appointment of the Independent Registered Public Accounting Firm
- Advisory Resolution to Approve Executive Compensation
- Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation
Dow will transact no other business at its Annual Meeting except such business as may be properly brought before the Dow Annual Meeting or any adjournment or postponement thereof.
How does the Dow Board of Directors recommend that I vote at the Annual Meeting?
The Dow Board unanimously recommends that the Dow stockholders vote:
- “FOR” the election of ALL of the nominees as Directors;
- “FOR” the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm for Dow and its subsidiaries for 2017;
- “FOR” the approval of the advisory resolution to approve executive compensation; and
- “ONE YEAR” on the advisory resolution on the frequency of future advisory votes to approve executive compensation
How many votes do I have?
You are entitled to cast one vote for each share of Dow common stock that you owned as of the close of business on the record date for the Dow Annual Meeting. As of the close of business on the record date for the Dow Annual Meeting, March 15, 2017, there were 1,219,072,247 shares of Dow common stock outstanding entitled to vote.
How do I vote?
If you are a holder of record of Dow common stock as of the close of business on the record date for the Dow Annual Meeting, you may vote in person by attending the Annual Meeting or, to ensure your shares are represented at the Annual Meeting, you may vote your shares in advance by:
- accessing the website specified on your proxy card;
- calling the toll-free number specified on your proxy card; or
- marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
If your shares are held in street name, through a broker, bank, trustee or other nominee, please follow the instructions on a voting instruction card furnished by the record holder.
What if I am a stockholder of record and do not specify a choice for a matter when returning a proxy?
If you are a registered holder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Dow Board. If your shares are held in street name and you do not instruct your broker on how to vote your Dow shares, your broker may not vote your Dow shares.
Will plan trustees vote shares for participants in the Computershare CIP, a dividend reinvestment plan for Dow or Dow employee savings plan?
If you are enrolled in the dividend reinvestment plan and you do not return your proxy form in a timely manner, the dividend reinvestment plan administrator, Computershare Trust Company, N.A., will vote as recommended by the Dow Board.
If you are a participant in various Dow employee savings plans, including The Dow Chemical Company Employees’ Savings Plan (each a “Dow Plan” or the “Dow Plans”), and do not provide voting instructions to the respective Dow Plan Trustee, the Trustee will vote your Dow Plan shares according to the provisions of the applicable Dow Plan.
Can I change my vote after I have returned a proxy or voting instruction card?
Yes. You can change your vote or revoke your proxy at any time before your proxy is exercised at the Dow Annual Meeting by doing any of the following:
- Send a notice of revocation to the Dow Corporate Secretary, dated as of a later date than the date of the proxy and received prior to the Dow Annual Meeting;
- Send a completed proxy card bearing a later date than your original proxy card and mailing it so that it is received prior to the Dow Annual Meeting;
- Access the website specified on your proxy card in the same manner you would to submit your proxy electronically or you can call the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card; or
- Attend the Dow Annual Meeting and vote in person. Your attendance alone will not revoke any proxy.
Are votes confidential? Who counts the votes?
We will continue our long-standing policy of vote confidentiality. Proxies and ballots of all stockholders are kept confidential from the Company’s management and Board unless disclosure is required by law and in other limited circumstances. We also will continue to retain an independent tabulator to receive and tabulate the proxies and an independent inspector of election to certify the results.
Why is it so important that I promptly vote my shares?
We value your input. Regardless of the number of shares you hold and whether you plan to attend the Annual Meeting, we encourage you to vote your shares as soon as possible to ensure that your vote is recorded promptly and so that we can avoid additional solicitation costs.
When will the Company announce the voting results?
The preliminary voting results are expected to be announced at the Dow Annual Meeting. In addition, within four business days following certification of the final voting results, Dow intends to file the final voting results of its Annual Meeting with the SEC on Form 8-K.
How can I sign up for the electronic proxy delivery service?
You can enroll to receive the proxy statement, the Annual Report on Form 10-K and related proxy materials via electronic delivery. Electronic delivery offers these benefits and conveniences: elimination of bulky paper documents from your personal files, convenient online proxy voting, quickest delivery possible of the proxy statement, Annual Report and related materials to stockholders, and reduction of printing and mailing costs associated with more traditional delivery methods, which allows us to control expenses in the interest of delivering more value for all our stockholders. Click here to enroll now: https://enroll.icsdelivery.com/DOW
How do I get copies of the Proxy Materials and the Annual Report?
Dow’s Proxy Statement and Annual Report (with Form 10-K) are posted on Dow’s website at www.dow.com/investors/reports or https://materials.proxyvote.com/260543. Stockholders may receive printed copies of each of these documents without charge by contacting the Company’s Investor Relations Office at 800-422-8193 or 989-636-1463, or 2030 Dow Center, Midland, Michigan 48674.
How do I attend the Annual Meeting of Stockholders in person?
The 120th Annual Meeting of Stockholders will be held on Thursday, May 11, 2017, at 10:00 AM EDT, at the Midland Center for the Arts, 1801 West St. Andrews, Midland, Michigan.
A ticket of admission or proof of stock ownership as of the record date is necessary to attend the Annual Meeting.
Stockholders without tickets of admission will need proof of record date ownership for admission to the Dow Annual Meeting, such as a letter from the bank or broker. In addition, street name holders who wish to vote in person at the Dow Annual Meeting must obtain a “legal proxy” from the bank, broker or other holder of record that holds their shares in order to be entitled to vote at the Dow Annual Meeting. All stockholders wishing to attend the meeting should also be ready to present valid government issued photo identification for admittance to the Dow Annual Meeting.
Since seating is limited, the Dow Board has established the rule that only stockholders or one person holding a proxy for any stockholder or account (in addition to those named as Dow Board proxies on the proxy forms) may attend. Proxy holders are asked to present their credentials in the lobby before the Dow Annual Meeting begins.
Please note that cameras, sound or video recording equipment, cellular telephones, smartphones or other similar equipment, electronic devices, large bags, briefcases, packages or umbrellas will not be allowed in the meeting.
How can I name an authorized representative to attend the meeting on my behalf?
If you are a stockholder as of the record date and intend to appoint an authorized representative to attend the meeting on your behalf, you must send a written request by regular mail to the Office of the Corporate Secretary, The Dow Chemical Company, 2030 Dow Center, Midland, Michigan 48674. Requests for an authorized representative to attend the meeting must be received no later than Friday, May 5, 2017. Please include the following information when submitting your request:
- Your name, complete mailing address and e-mail address;
- Proof that you own shares of Dow as of March 15, 2017 (such as a copy of the portion of your voting instruction form showing your name and address, a bank or brokerage account statement or a letter from the bank, broker or other nominee holding your shares); and
- A signed authorization appointing such individual to be your authorized named representative at the meeting, which includes the name, address, telephone number and e-mail address of the authorized named representative.
Upon receipt of proper documentation, you and your named representative will receive confirmation that your named representative has been authorized. For admittance to the Dow Annual Meeting, the named representative must present valid government issued photo identification that matches the signed authorization provided by the stockholder.
We reserve the right to limit the number of representatives who may attend the meeting.
If I cannot attend in person, how can I view the live webcast of the meeting?
If you are unable to attend Dow's Annual Meeting in person, you can also join via live webcast at 10 a.m. (EDT) on May 11.
Who can help answer my questions?
Dow stockholders who have questions about the proxy statement, the matters to be voted on at the Annual Meeting, or who need assistance submitting their proxy or voting shares should at the Annual Meeting contact:
D.F. King & Co., Inc.
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (877) 361-7966
Dow (NYSE: DOW) combines the power of science and technology to passionately innovate what is essential to human progress. The Company is driving innovations that extract value from material, polymer, chemical and biological science to help address many of the world's most challenging problems, such as the need for fresh food, safer and more sustainable transportation, clean water, energy efficiency, more durable infrastructure, and increasing agricultural productivity. Dow's integrated, market-driven portfolio delivers a broad range of technology-based products and solutions to customers in 175 countries and in high-growth sectors such as packaging, infrastructure, transportation, consumer care, electronics, and agriculture. In 2016, Dow had annual sales of $48 billion and employed approximately 56,000 people worldwide. The Company's more than 7,000 product families are manufactured at 189 sites in 34 countries across the globe. References to "Dow" or the "Company" mean The Dow Chemical Company and its consolidated subsidiaries unless otherwise expressly noted. More information about Dow can be found at www.dow.com.
Statements in this proxy statement relating to the Company’s future plans, expectations, beliefs, intentions and prospects, including statements regarding our expectations with respect to the proposed DuPont transaction, are “forward-looking statements” and are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, economic, competitive, legal, governmental and technological factors. Accordingly, there is no assurance that Dow’s expectations will be realized. A detailed discussion of the principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is contained in our SEC filings, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.” The Company assumes no obligation to provide revisions to any forward looking statements should circumstances change, except as otherwise required by securities and other applicable laws.