UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 25, 2023 (
Commission File Number |
Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number |
State of Incorporation or Organization |
I.R.S. Employer Identification No. | |||
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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:
Registrant
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Dow Inc. |
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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
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 24, 2023, Dow Inc. (“Dow” or the “Company”) announced that the Board of Directors has elected Jeffrey L. Tate to the role of Chief Financial Officer, effective November 1, 2023. Mr. Tate will succeed President and Chief Financial Officer Howard Ungerleider, who has elected to retire from the Company and provided notice of his retirement to the Company on October 20, 2023. The change in roles was approved by the Board of Directors on October 20, 2023, and is effective November 1, 2023, with Mr. Ungerleider’s retirement from Dow occurring in January 2024.
Mr. Tate, 54, rejoins Dow following his service as Executive Vice President and Chief Financial Officer of Leggett & Platt from September 2019 through June 2023. Mr. Tate first joined Dow in 1992 and has held senior-level finance, operating and general management roles. Most recently, Mr. Tate served as Vice President of Finance for Dow Packaging & Specialty Plastics from 2017 to 2019, Corporate Auditor from 2012 to 2017, Finance Director of Performance Materials & Performance Plastics from 2009 to 2012, and Director of Investor Relations from 2006 to 2009.
In connection with Mr. Tate’s election as Chief Financial Officer of Dow, Mr. Tate will receive an annual base salary of $895,000 and will be eligible to participate in Dow’s annual cash incentive program with a target award of 110% of his base salary. In addition, Mr. Tate is eligible to participate in Dow’s long-term incentive compensation program, pursuant to which he 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 $3.7 million anticipated to be granted in February 2024. Mr. Tate will receive a pro-rated portion of his annual cash incentive program for the 2023 performance year. Mr. Tate will also receive a one-time cash bonus of $250,000, subject to his continued employment through March 2024, and a one-time equity award in the form of restricted stock units with a grant date value of $3.5 million, which will vest on the third anniversary of the grant date, subject to standard terms and conditions. Mr. Tate is eligible to participate in the same benefit programs that are offered to most other U.S.-based salaried executives, including participation in Dow’s U.S. Severance Plan, each as described in Dow’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 3, 2023.
There are no arrangements or understandings between Mr. Tate and any other persons, other than his compensation terms, pursuant to which Mr. Tate was elected as Chief Financial Officer of the Company. There is no family relationship among any of the Company’s directors or executive officers and Mr. Tate. There are no transactions in which Mr. Tate has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the October 24, 2023 press release announcing Mr. Ungerleider’s retirement and Mr. Tate’s election is attached hereto as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The exhibits listed on the Exhibit Index are incorporated herein by reference.
Exhibit No.
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Exhibit Description
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99.1 | ||
104 | Cover Page Interactive Data File. The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document. |
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.
DOW INC. |
Date: October 25, 2023 |
/s/ AMY E. WILSON |
Amy E. Wilson |
General Counsel and Corporate Secretary |
Exhibit 99.1
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Press Information
2211 H. H. Dow Way Midland, MI 48674
dow.com |
Howard Ungerleider to Retire from Dow; Jeffrey L. Tate Named Chief Financial Officer
MIDLAND, MI October 24, 2023 Dow Inc. (NYSE: DOW) today announced that Howard Ungerleider has elected to retire from the Company to pursue new opportunities following 33 years of service with Dow. The Board of Directors has elected Jeffrey L. Tate to the role of chief financial officer, effective November 1, 2023.
Ungerleider most recently served as president and chief financial officer, having been elected president in March 2018, in preparation for the separation and creation of Dow Inc., and first assuming the role of chief financial officer on October 1, 2014. He will officially retire in January 2024, and will immediately begin working with Tate to ensure a smooth transition of leadership responsibilities.
Tate, 54, rejoins Dow following his service as executive vice president and chief financial officer of Leggett & Platt (NYSE: LEG) from September 2019 through June 2023.
Tate first joined Dow in 1992 and brings 27 years of prior Dow service in senior-level finance, operating and general management roles, including serving as vice president of finance for Dow Packaging & Specialty Plastics. In prior roles, he was chief audit executive leading Dows global internal audit and investigation activities and was also director of investor relations. Tate is a certified public accountant, with a Bachelor of Science in accounting from the University of Alabama. He is a member of the board of directors of Huntington Bancshares Incorporated (NASDAQ: HBAN), and also previously served on the Public Company Accounting Oversight Boards (PCAOB) Standing Advisory Group.
Jeff is a proven leader with tremendous strategic and financial capabilities, as well as trusted leadership, said Jim Fitterling, Dows chair and chief executive officer. We are excited to have Jeff back at Dow where his demonstrated track record of financial acumen, and his newly gained external perspectives will serve him and Dow well going forward.
Ungerleider joined Dow in 1990 and his career has spanned a wide variety of commercial, business, financial, geographic, functional and enterprise-level leadership roles globally, including executive vice president of Dows Advanced Materials Division, president of Dows Performance Plastics Division, vice president of Investor Relations, and North American commercial vice president for Basic Plastics. Starting in Dows commercial development program and throughout his career, Ungerleider invested countless hours in mentoring employees, developing leaders, and advocating for Dows employee resource groups. An energetic internal and external leader, he currently chairs the Business Leaders of Michigan and serves on the board of directors of Kyndryl (NYSE: KD), the Michigan Baseball Foundation, and as a trustee of The Rollin M. Gerstacker Foundation.
Page 1 of 2
®TM Trademark of The Dow Chemical Company (Dow) or an affiliated company of Dow
The Board and I want to thank Howard for his years of service to Dow, said Fitterling. During his tenure as CFO, Howard has been an outstanding steward of Dows financial strategy including providing leadership through a critical phase of our transformation. He leaves a legacy across our global organization, and Dow will continue to build on the strong trajectory that he and his team have set for years to come. We thank him for the thoughtful transition with Jeff and for the incredible value he has delivered for Dow over the last three decades.
About Dow
Dow (NYSE: DOW) combines global breadth; asset integration and scale; focused innovation and materials science expertise; leading business positions; and environmental, social and governance leadership to achieve profitable growth and help deliver a sustainable future. The Companys ambition is to become the most innovative, customer centric, inclusive and sustainable materials science company in the world. Dows portfolio of plastics, industrial intermediates, coatings and silicones businesses delivers a broad range of differentiated, science-based products and solutions for its customers in high-growth market segments, such as packaging, infrastructure, mobility and consumer applications. Dow operates manufacturing sites in 31 countries and employs approximately 37,800 people. Dow delivered sales of approximately $57 billion in 2022. References to Dow or the Company mean Dow Inc. and its subsidiaries. For more information, please visit www.dow.com or follow @DowNewsroom on Twitter.
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For further information, please contact: | ||
Investors: | Media: | |
Pankaj Gupta | Rachelle Schikorra | |
pgupta@dow.com | yschikorra@dow.com | |
+1 989-638-5265 | +1 989-513-8598 |
Page 2 of 3
®TM Trademark of The Dow Chemical Company (Dow) or an affiliated company of Dow
Document and Entity Information |
Oct. 20, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Document Period End Date | Oct. 20, 2023 |
Entity File Number | 001-38646 |
Entity Registrant Name | Dow Inc. |
Entity Incorporation State Country Code | DE |
Entity Tax Identification Number | 30-1128146 |
Entity Address Address Line 1 | 2211 H.H. Dow Way |
Entity Address City Or Town | Midland |
Entity Address State Or Province | MI |
Entity Address Postal Zip Code | 48674 |
City Area Code | 989 |
Local Phone Number | 636-1000 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, par value $0.01 per share |
Trading Symbol | DOW |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
Amendment Flag | false |
Entity Central Index Key | 0001751788 |
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