DOW INC. — Proxy Solicitation & Information Statement 2022

Mar 4, 2022

DEFA14A 1 d189067ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Dow Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Let’s vote on it. Let your proxy vote be heard. Your vote matters. Please vote today. We’ve made it easy, so take two minutes right now on any device you prefer. PHONE TABLET PC Go to: http://www.proxyvote.com P66113-EPB

PLEASE VOTE YOUR PROXY TODAY Enclosed are the proxy materials of Dow Inc. in connection with the 2022 Annual Meeting of Stockholders to be held on April 14, 2022. We encourage you to review all of the information contained in the proxy materials before voting. Your vote is important. We encourage you to vote in advance, even if you plan to attend the 2022 Annual Meeting online. Three easy ways to vote are listed below. For efficiency and to save costs, Internet or telephone voting is recommended, using the 16-digit control number found on the proxy card or the voting instructions. www.proxyvote.com 1-800-690-6903 or the number provided on your voting instructions Use the postage-paid envelope provided if you received printed proxy materials The following lists the proposals for which Dow’s Board of Directors is soliciting proxies at the 2022 Annual Meeting, together with the Board’s recommendation on each proposal: Agenda Item Board Vote Recommendation 1: Election of Directors FOR 2: Advisory Resolution to Approve Executive Compensation FOR 3: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2022 FOR 4: Stockholder Proposal—Independent Board Chairman AGAINST Your vote is important no matter how many shares you hold. Please vote promptly. If you hold shares in multiple accounts, please vote each proxy card you receive to ensure that all of your shares are represented at the 2022 Annual Meeting. If you have questions or need assistance voting your shares, please contact Dow’s proxy solicitor, D.F. King & Co., Inc. toll free at 1-800-399-1581. P66133-LTR

Let’s vote on it. Let your proxy vote be heard. Your vote matters. Please vote today. We’ve made it easy, so take two minutes right now on any device you prefer. PHONE TABLET PC Go to: http://www.proxyvote.com P66113-EPN

Frequently Asked Questions How do I vote my shares? Your vote is important no matter how many shares you hold. Please vote promptly. Go to www.proxyvote.com and enter your control number to get started. Your control number can be found on the enclosed Notice. We encourage you to review all of the information contained in the proxy materials before voting. How do I view the proxy materials online? Go to www.proxyvote.com and enter your control number to get started. Your control number can be found on the enclosed Notice. What if I prefer to receive a paper copy of the proxy materials? You can easily request a paper copy which will be mailed to you at no cost. Instructions on how to do so can be found in the Get informed before you vote section of the enclosed Notice. Can I request to receive my proxy materials by email for future meetings? Yes. Go to www.proxyvote.com and click “Sign up for e-delivery”. What if I have questions or need assistance voting my shares? Please contact Dow’s proxy solicitor, D.F. King & Co., Inc. toll free at 1-800-399-1581.