UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 12, 2016

 

 

THE DOW CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-3433		38-1285128
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

2030 DOW CENTER, MIDLAND, MICHIGAN 48674

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 989-636-1000

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on May 12, 2016 for the purposes of (i) electing 13 directors to hold office until the next annual meeting of stockholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year; (iii) holding an advisory vote on executive compensation; and (iv) holding a vote on one stockholder proposal.

All of management’s nominees for director as named in the Company’s Proxy Statement were elected by the votes set forth in the table below.

Election of Directors.

 

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Ajay Banga			792,567,552				15,120,703				3,832,095				146,624,390
Jacqueline K. Barton			756,063,472				52,076,516				3,380,362				146,624,390
James A. Bell			782,576,909				25,373,066				3,570,375				146,624,390
Richard K. Davis			771,119,080				36,646,034				3,755,236				146,624,390
Jeff M. Fettig			772,089,682				34,879,860				4,550,808				146,624,390
Andrew N. Liveris			764,528,151				41,221,266				5,770,933				146,624,390
Mark Loughridge			793,990,875				13,311,288				4,218,187				146,624,390
Raymond J. Milchovich			790,246,280				17,376,984				3,897,086				146,624,390
Robert S. Miller			775,140,711				32,415,484				3,964,155				146,624,390
Paul Polman			789,324,558				18,408,585				3,787,207				146,624,390
Dennis H. Reilley			786,502,592				21,265,817				3,751,941				146,624,390
James M. Ringler			665,709,087				141,267,330				4,543,933				146,624,390
Ruth G. Shaw			756,702,855				51,312,275				3,505,220				146,624,390

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year was ratified by the votes set forth in the table below.

 

Votes For

Votes Against

Abstentions

Broker Non- Votes

Ratification of independent registered public accounting firm

935,053,453

19,168,539

3,922,748

N/A

---

The Company’s executive compensation was approved, on an advisory basis, by the votes set forth in the table below.

 

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Advisory vote on executive compensation			701,556,753				101,026,581				8,937,016				146,624,390

The stockholder proposal on proxy access was approved, by the votes set forth in the table below.

 

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Stockholder proposal to limit accelerated executive pay			578,717,821				222,702,157				10,100,372				146,624,390

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE DOW CHEMICAL COMPANY

Registrant

Date: May 13, 2016