| SEC Info ||Home||Search||My Interests||Help||Sign In||Please Sign In|
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/11/21 Dow Inc. 8-K:5,8,9 2/11/21 11:178K Donnelley … Solutions/FA
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-99.1 Miscellaneous Exhibit HTML 13K 7: R1 Document and Entity Information HTML 47K 9: XML IDEA XML File -- Filing Summary XML 12K 6: XML XBRL Instance -- d132331d8k_htm XML 14K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- dow-20210211_lab XML 55K 5: EX-101.PRE XBRL Presentations -- dow-20210211_pre XML 35K 3: EX-101.SCH XBRL Schema -- dow-20210211 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 11: ZIP XBRL Zipped Folder -- 0001193125-21-038611-xbrl Zip 14K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 11, 2021 ( i February 11, 2021)
Exact Name of Registrant as Specified in its Charter,
Principal Office Address and Telephone Number
i Dow Inc.
(exact name of registrant)
|i Delaware||i 30-1128146|
( i 989) i 636-1000
(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 registrants under any of the following provisions:
|i ☐|| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|i ☐|| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|i ☐|| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|i ☐|| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Dow Inc.||i Common Stock, par value $0.01 per share||i DOW||i New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 11, 2021, Ajay Banga, Jacqueline K. Barton and James A. Bell notified the Board of Directors (the “Board”) of Dow Inc. (“Dow”) that they will retire from the Board effective April 15, 2021 after completing the current term.
|Item 8.01|| |
On February 11, 2021, Dow announced the nomination of Debra L. Dial, Senior Vice President and Controller, AT&T Inc., and Luis A. Moreno, former President, Inter-American Development Bank, each to stand for election as a Director at Dow’s Annual Meeting of Stockholders to be held on April 15, 2021 (the “2021 Meeting”).
The Board determined that each of Ms. Dial and Mr. Moreno is independent in accordance with the standards of independence of the New York Stock Exchange, U.S. Securities and Exchange Commission (“SEC”) rules and as described in Dow’s Corporate Governance Guidelines. Ms. Dial and Mr. Moreno were not selected as a Director nominee pursuant to any arrangement or understanding between Ms. Dial, Mr. Moreno and any other persons. There are no transactions in which Ms. Dial or Mr. Moreno have an interest requiring disclosure under Item 404(a) of Regulation S-K.
Subject to their election, Ms. Dial and Mr. Moreno will participate in compensation arrangements for non-employee Directors as described under the heading “Director Compensation” in Dow’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 28, 2020.
The Board will announce its committee assignments following the 2021 Meeting.
|Item 9.01|| |
Financial Statements and Exhibits.
|99.1||Press Release of Dow Inc. dated February 11, 2021|
|104||Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 11, 2021
/s/ AMY E. WILSON
|Amy E. Wilson|
|General Counsel and Corporate Secretary|
|This ‘8-K’ Filing||Date||Other Filings|
|Filed on / For Period end:||2/11/21|
|2/28/20||4, DEF 14A, DEFA14A|
|List all Filings|
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/23/21 Dow Inc. S-8 4/23/21 5:65K Donnelley … Solutions/FA 4/23/21 Dow Inc. S-8 4/23/21 5:56K Donnelley … Solutions/FA