Dow amends bylaws to require Rule 14a-19 compliance and proxy card color restriction

DOW INC.

Stockholders must represent intent to solicit proxies representing at least 67% of voting power for director elections.
Stockholders soliciting proxies must use a proxy card color other than white, reserved for board use.
Bylaws updated to align committee responsibilities with current charters and board practice.
Removed requirement to produce stockholder list at meetings, conforming to Delaware law changes.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DOW INC.: Amended Bylaws to update director nomination and proxy solicitation procedures, including Rule 14a-19 compliance and proxy card color changes, plus ministerial and conforming edits (effective 2024-02-15).

Change: bylaw amendment
Effective: 2024-02-15

Exact text from the filing

On February 15, 2024, the Board approved amendments to the Company’s Bylaws and readopted them in full (as amended and restated, the “Bylaws”), effective immediately, to update certain procedural requirements related to director nominations and solicitations of proxies by stockholders, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to incorporate other changes as well as ministerial, clarifying and conforming edits.

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Source: SEC EDGAR

accession 0001193125-24-039988

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