Dow 8-K 2024-11-26

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):

December 3, 2024 (November 26, 2024)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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. ☐

Section 5 - Corporate Governance and Management

On November 26, 2024, the Dow Inc. (“Dow” or the “Company”) Board of Directors (the “Board”) approved the appointment of Karen S. Carter to the newly created role of Chief Operating Officer, effective December 3, 2024. Dow announced this appointment and change of responsibilities for Ms. Carter via a press release on December 3, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

As Chief Operating Officer, Ms. Carter will continue to report to Jim Fitterling, Dow’s Board Chair and Chief Executive Officer, and will continue to serve as an executive officer of the Company. She will be responsible for driving business and operational performance across the organization with a focus on strengthening customer engagement and relationships, accelerating the commercialization of Dow’s innovation pipeline, and enhancing the Company’s reliability and service to customers. She will assume strategic oversight of Dow’s business operating segments as well as several functional organizations within Dow.

Ms. Carter, 54, first joined Dow in 1994. Since then, she has held roles of increasing responsibility in business operations, sales and marketing, human resources and general management, gaining significant global business leadership experience. Prior to her appointment as Chief Operating Officer, Ms. Carter served as President of Dow’s Packaging & Specialty Plastics business segment since November 2022. From April 2019 to November 2022, Ms. Carter served as Dow’s Chief Human Resources Officer and Chief Inclusion Officer.

Ms. Carter participates (and will continue to participate following the change in role described above) in compensation and benefit arrangements available to other Dow executives, as well as other compensation and benefit arrangements similar to those available to eligible salaried U.S. employees, all of which are described in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 1, 2024. As Chief Operating Officer, Ms. Carter will receive an annual base salary of $975,000 and will be eligible to participate in Dow’s annual cash incentive program with a target award of 120% of her base salary. In addition, Ms. Carter is eligible to participate in Dow’s long-term incentive compensation program, pursuant to which she is eligible to receive equity-based awards comprised of stock options, performance stock units and restricted stock units issued under Dow’s 2019 Stock Incentive Plan with a target award value of $5.2 million anticipated to be granted in February 2025. There are no arrangements or understandings between Ms. Carter and any other persons pursuant to which Ms. Carter was elected as Chief Operating Officer of the Company. There is no family relationship between any of the Company’s directors or executive officers and Ms. Carter. There are no transactions in which Ms. Carter has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Section 9 - Financial Statements and Exhibits

(d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference.

Signature

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.