DOW INC. — Proxy Solicitation & Information Statement 2024

Mar 1, 2024

DEFA14A 1 d518047ddefa14a.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 under §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)

Payment of Filing Fee (Check all boxes that apply):

☐ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Your Vote Counts! DOW INC. 2024 Annual Meeting Vote by April 10, 2024 11:59 PM ET. For shares held in a Plan, vote by April 8, 2024 11:59 PM ET. DOW INC. ATTN: OFFICE OF THE CORPORATE SECRETARY 2211 H.H. DOW WAY MIDLAND, MI 48674 V30770-P00976-Z86460 You invested in DOW INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on April 11, 2024. Get informed before you vote View the Notice of Internet Availability of Proxy Materials, Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to March 28, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting April 11, 2024 8:00 AM Eastern Time Virtually at: www.virtualshareholdermeeting.com/DOW2024 Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Board Voting Items Recommends 1. Election of Directors Nominees: 1a. Samuel R. Allen For 1b. Gaurdie E. Banister Jr. For 1c. Wesley G. Bush For 1d. Richard K. Davis For 1e. Jerri DeVard For 1f. Debra L. Dial For 1g. Jeff M. Fettig For 1h. Jim Fitterling For 1i. Jacqueline C. Hinman For 1j. Luis Alberto Moreno For 1k. Jill S. Wyant For 1l. Daniel W. Yohannes 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 For Firm for 2024 4. Stockholder Proposal – Shareholder Right to Act by Written Consent Against 5. Stockholder Proposal – Single-Use Plastics Report Against NOTE: The undersigned authorizes the proxies to vote in their discretion on such other matters as may properly come before the meeting or any adjournment thereof. V30771-P00976-Z86460