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 9, 2013

 

 

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))

 

 

 

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

The Annual Meeting of Stockholders of the Company was held on May 9, 2013 for the purposes of (i) electing 10 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 2013 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
Arnold A. Allemang			881,247,284				25,659,208				5,967,852				134,667,739
Ajay Banga			883,397,898				21,949,527				7,526,919				134,667,739
Jacqueline K. Barton			883,159,274				23,249,808				6,465,262				134,667,739
James A. Bell			885,939,104				19,999,348				6,935,892				134,667,739
Jeff M. Fettig			880,097,792				26,002,965				6,773,587				134,667,739
Andrew N. Liveris			869,173,750				36,268,912				7,431,682				134,667,739
Paul Polman			883,054,865				22,440,356				7,379,123				134,667,739
Dennis H. Reilley			881,437,596				24,226,890				7,209,858				134,667,739
James M. Ringler			792,557,234				113,229,109				7,088,001				134,667,739
Ruth G. Shaw			811,073,937				94,861,362				6,939,045				134,667,739

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2013 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

1,023,194,780

17,736,130

6,611,173

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			675,839,201				225,861,102				11,174,041				134,667,739

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The stockholder proposal on shareholder action by written consent was defeated, by the votes set forth in the table below.

 

		Votes For				Votes Against				Abstentions				Broker Non- Votes
Stockholder proposal on executive stock retention			181,584,291				718,979,848				12,310,205				134,667,739

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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 14, 2013