STOCK TITAN

Dow (DOW) taps Karen Carter as CEO and boosts equity plan shares

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(High)
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8-K

Rhea-AI Filing Summary

Dow Inc. is making a planned leadership transition as Karen S. Carter is appointed Chief Executive Officer, effective July 1, 2026, succeeding Jim Fitterling, who will become Executive Chair and remain on the Board through the 2027 annual meeting. Carter, currently Chief Operating Officer, brings more than three decades of experience at Dow, including leading its largest segment and prior HR and inclusion leadership roles.

Stockholders approved all matters at the 2026 annual meeting. They backed all 12 director nominees with roughly 93–97% support and gave 91% support to executive compensation and 97% support for holding annual say‑on‑pay votes. They also approved an amendment increasing the 2019 Stock Incentive Plan share pool from 125 million to 185 million and ratified Deloitte & Touche LLP as auditor. Following the meeting, Dow declared a quarterly dividend of $0.35 per share, marking the 459th consecutive dividend since 1912.

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Insights

Dow pairs CEO succession with refreshed incentives under strong shareholder support.

The company outlined a well‑signaled CEO transition, moving Jim Fitterling to Executive Chair while elevating Karen S. Carter to CEO with simultaneous Board membership. This structure preserves continuity on long‑term strategy while handing day‑to‑day leadership to an experienced internal operator.

Shareholder backing was robust across key votes, including director elections, say‑on‑pay, and the expanded 2019 Stock Incentive Plan, which now authorizes up to 185 million shares for equity awards. This indicates broad support for the current strategic direction and compensation framework, though the larger equity pool modestly increases potential dilution over time.

The Board also confirmed Richard K. Davis as Independent Lead Director and refreshed committee memberships, which helps balance concentrated leadership roles. The continuation of a $0.35 quarterly dividend and its long payment history underscores management’s commitment to returning cash to shareholders alongside ongoing strategic transformation efforts described in the accompanying press materials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares outstanding 719,619,373 shares Common stock outstanding and entitled to vote as of February 13, 2026 record date
Shares voted 594,483,736 shares Shares voted in person or by proxy at 2026 annual meeting (82.61% of eligible)
Stock Incentive Plan pool Increase from 125M to 185M shares Amended Dow Inc. 2019 Stock Incentive Plan approved by shareholders
Quarterly dividend $0.35 per share Dividend declared payable June 12, 2026 to holders of record on May 29, 2026
2025 sales approximately $40 billion Company sales for 2025 as cited in the press releases’ company description
Say-on-pay support 91% of votes cast Advisory approval of executive compensation at 2026 annual meeting
Plan amendment support 76% of votes cast Approval of amendment to 2019 Stock Incentive Plan at 2026 annual meeting
Auditor ratification support 560,189,919 votes for Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026
Executive Chair financial
"will remain an employee of the Company and transition from Chief Executive Officer to Executive Chair"
Independent Lead Director financial
"Richard K. Davis will continue to serve as Dow’s Independent Lead Director."
2019 Stock Incentive Plan financial
"approved an amendment to the Dow Inc. 2019 Stock Incentive Plan, as previously amended on April 15, 2021"
broker non-votes financial
"Abstentions and broker non-votes were included in determining the presence of a quorum"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
forward-looking statements financial
"Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
quorum financial
"representing 82.61% of the shares entitled to be voted and constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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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):

April 14, 2026 (April 9, 2026)

 

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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.
001-38646   

Dow Inc.

2211 H.H. Dow Way, Midland, MI 48674

(989) 636-1000

   Delaware    30-1128146

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

 

Registrant    Title of each class   

Trading

Symbol(s)

  

Name of each exchange

on which registered

Dow Inc.

   Common Stock, par value $0.01 per share    DOW    New York Stock Exchange

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.

Appointment of Chief Executive Officer

On April 14, 2026, Dow Inc. (“Dow” or the “Company”) announced that on April 9, 2026 the Board of Directors (the “Board”) appointed Karen S. Carter as Chief Executive Officer of the Company, effective July 1, 2026. Ms. Carter will succeed Jim Fitterling, who will remain an employee of the Company and transition from Chief Executive Officer to Executive Chair effective July 1, 2026. He will serve as Executive Chair of the Board and continue to serve as a Director until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

As Chief Executive Officer, Ms. Carter will lead the execution of Dow’s global strategy and management of its enterprise operations. As Executive Chair, Mr. Fitterling will continue to chair the Board and focus on long-term strategy, governance and key external relationships. Richard K. Davis will continue to serve as Dow’s Independent Lead Director.

Ms. Carter, 55, brings more than three decades of experience at Dow. She has served as Dow’s Chief Operating Officer since December 2024 with oversight for business and operational performance across the Company and responsibility for Dow’s operating segments and key functional organizations, while strengthening customer engagement and accelerating innovation. Prior to her role as Chief Operating Officer, Ms. Carter served as President of Dow’s Packaging & Specialty Plastics business segment, the Company’s largest operating segment, from 2022 to 2024 and as Dow’s Chief Human Resources Officer and Chief Inclusion Officer from 2019 to 2022. Prior to those roles, Ms. Carter held roles of increasing responsibility in business, commercial, and corporate functions at Dow.

There are no arrangements or understandings between Ms. Carter and any other persons pursuant to which Ms. Carter was elected as Chief Executive Officer of the Company. There are no family relationships between Ms. Carter and any of the Company’s directors or executive officers. There are no transactions in which Ms. Carter has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Appointment of New Director

On April 9, 2026, the Board expanded the size of the Board from twelve to thirteen members and appointed Karen S. Carter to serve as a Director of the Board, effective July 1, 2026 until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified. Ms. Carter is not independent and will not be named to serve on any Board Committees. Ms. Carter will not receive any additional compensation to serve as a Director.

As noted above, there are no transactions in which Ms. Carter has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Carter and any other persons pursuant to which Ms. Carter was elected as a Director.

Amendment of the 2019 Stock Incentive Plan

As described under Item 5.07 below, the stockholders of the Company approved an amendment to the Dow Inc. 2019 Stock Incentive Plan, as previously amended on April 15, 2021 (“the Plan”) at the Company’s 2026 Annual Meeting of Stockholders (“2026 Meeting”). The Board approved the amendment to the Plan on February 12, 2026, subject to stockholder approval. The amendment became effective upon stockholder approval and increased the number of shares available for issuance under the Plan from 125 million to 185 million. A description of the Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 27, 2026 (the “Proxy Statement”) and incorporated herein by reference. A copy of the amendment to the Plan is attached hereto as Exhibit 10.5.12 and incorporated herein by reference. All executive officers of the Company are eligible for awards under the Plan as amended.

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

On April 9, 2026, Dow held its 2026 Meeting. As of the close of business on February 13, 2026, the record date for the 2026 Meeting, 719,619,373 shares of the Company’s common stock were outstanding and entitled to vote. Each share of common stock is entitled to one vote. A total of 594,483,736 shares of common stock were voted in person or by proxy, representing 82.61% of the shares entitled to be voted and constituting a quorum. Abstentions and broker non-votes were included in determining the presence of a quorum for the 2026 Meeting.

The Company’s Bylaws prescribe the voting standard for election of Directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of Directors to be elected. Agenda Items must receive more for votes than against votes in order to be approved. Abstentions and broker non-votes were not counted and did not have an effect on the outcome of any matter except with respect to Agenda Item 5 (collectively, the “Voting Standard”).

Summary of Final Voting Results of the 2026 Meeting

The following is a summary of the final voting results on the matters considered and voted upon at the 2026 Meeting, all of which are described in the Proxy Statement.

In accordance with the Voting Standard, stockholders voted in favor of Agenda Item 1 (Election of Directors), with each of the twelve Director nominees named in the Proxy Statement receiving votes in favor of their election in the range of 93-97%. Stockholders voted in favor of each of the management proposals, as Agenda Item 2 (Advisory Resolution to Approve Executive Compensation) received 91% of the votes cast in favor of the proposal, Agenda Item 3 (Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation) received 97% of the votes cast in favor of 1 year, Agenda Item 4 (Approval of the Amendment to the 2019 Stock Incentive Plan) received 76% of votes cast in favor of the proposal, and Agenda Item 5 (Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026) received 94% of the votes cast in favor of the proposal. All percentages set forth above are rounded down to the nearest whole number.


The following are the detailed final voting results on each of the matters considered and voted upon at the 2026 Meeting, all of which are described in the Proxy Statement.

Agenda Item 1: Election of Directors

The Company’s stockholders elected the following twelve nominees to serve on the Board of the Company until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified.

 

Director    For      Against      Abstain      Broker Non-Votes

Samuel R. Allen

     445,877,861        29,284,594        2,369,821      116,951,460

Gaurdie E. Banister Jr.

     459,881,943        15,412,191        2,238,142      116,951,460

Wesley G. Bush

     460,414,909        14,937,648        2,179,719      116,951,460

Richard K. Davis

     455,776,251        19,608,984        2,147,041      116,951,460

Jerri DeVard

     461,476,103        13,881,108        2,175,065      116,951,460

Debra L. Dial

     463,405,404        12,059,229        2,067,643      116,951,460

Jeff M. Fettig

     450,019,497        25,268,484        2,244,295      116,951,460

Jim Fitterling

     452,030,480        23,452,755        2,049,041      116,951,460

Jacqueline C. Hinman

     448,048,363        27,362,217        2,121,696      116,951,460

Luis Alberto Moreno

     462,930,497        12,348,154        2,253,625      116,951,460

Jill S. Wyant

     463,607,690        11,771,355        2,153,231      116,951,460

Daniel W. Yohannes

     459,126,787        16,128,068        2,277,421      116,951,460

Agenda Item 2: Advisory Resolution to Approve Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Proxy Statement.

 

For    Against    Abstain    Broker Non-Votes
433,205,402    40,975,195    3,351,679    116,951,460

Agenda Item 3: Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation

The Company’s stockholders approved, on an advisory basis, 1 year as the frequency for future advisory votes on executive compensation.

 

1 Year    2 Years    3 Years    Abstain    Broker Non-Votes
464,062,679    2,572,125    8,010,692    2,886,780    116,951,460

The Company will include an advisory vote to approve executive compensation on an annual basis until the next required vote on the frequency of future advisory votes to approve executive compensation.

Agenda Item 4: Approval of the Amendment to the 2019 Stock Incentive Plan

The Company’s stockholders approved the Amendment to the 2019 Stock Incentive Plan.

 

For    Against    Abstain    Broker Non-Votes
362,953,443    111,146,087    3,432,746    116,951,460

Agenda Item 5: Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.

 

For    Against    Abstain    Broker Non-Votes
560,189,919    31,357,741    2,936,076    0

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On April 9, 2026, the Company issued a press release announcing the preliminary results from the 2026 Meeting. On April 14, 2026, the Company issued a press release announcing the executive leadership transition described in Section 5 above. Copies of the press releases are attached hereto as Exhibit 99.1 and 99.2, respectively. The press releases are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall the press releases be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


Section 8 – Other Events

Item 8.01 Other Events.

Board Leadership Structure

The Board elected Richard K. Davis to serve as the Independent Lead Director effective April 9, 2026, until the first Board meeting following the 2027 Annual Meeting of Stockholders and until a successor is duly elected and qualified.

The Board then elected the following Directors to serve on the designated committees of the Board effective April 9, 2026, until the first Board meeting following the 2027 Annual Meeting of Stockholders and until a successor is duly elected and qualified:

Audit Committee: Wesley G. Bush, Richard K. Davis, Jerri DeVard, Debra L. Dial and Daniel W. Yohannes were elected as members of the Audit Committee of the Board. Debra L. Dial was elected the Chair of the Committee.

Compensation and Leadership Development Committee: Samuel R. Allen, Gaurdie E. Banister Jr., Richard K. Davis, Jeff M. Fettig, Jacqueline C. Hinman, Luis Alberto Moreno and Jill S. Wyant were elected as members of the Compensation and Leadership Development Committee of the Board. Jeff M. Fettig was elected the Chair of the Committee.

Corporate Governance Committee: Samuel R. Allen, Gaurdie E. Banister Jr., Wesley G. Bush, Richard K. Davis, Debra L. Dial, Jeff M. Fettig and Daniel W. Yohannes were elected as members of the Corporate Governance Committee of the Board. Samuel R. Allen was elected the Chair of the Committee.

Environment, Health, Safety & Technology Committee: Wesley G. Bush, Jerri DeVard, Debra L. Dial, Jacqueline C. Hinman, Luis Alberto Moreno and Jill S. Wyant were elected as members of the Environment, Health, Safety & Technology Committee of the Board. Wesley G. Bush was elected the Chair of the Committee.

Section 9 – Financial Statements and Exhibit

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The exhibits listed on the Exhibit Index are incorporated herein by reference.

 

Exhibit No.    Exhibit Description
10.5.12    An Amendment to the Dow Inc. 2019 Stock Incentive Plan effective as of April 9, 2026.
99.1    Press release issued by Dow on April 9, 2026.
99.2    Press release issued by Dow on April 14, 2026.
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: April 14, 2026

/s/ SHANDELL S. MASSEY         

Shandell S. Massey

Corporate Secretary and Assistant General Counsel

Exhibit 99.1

 

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Press Information

 

2211 H. H. Dow Way

Midland, MI 48674

 

dow.com

Dow announces results from 2026 Annual Stockholder Meeting

 

   

All director nominees re-elected for one-year terms

 

   

Board declares quarterly dividend of 35 cents per share

MIDLAND, Mich. – April 9, 2026 – Dow (NYSE: DOW) is pleased to report the results of its 2026 Annual Meeting of Stockholders.

Today stockholders elected Samuel R. Allen, Gaurdie E. Banister Jr., Wesley G. Bush, Richard K. Davis, Jerri DeVard, Debra L. Dial, Jeff M. Fettig, Jim Fitterling, Jacqueline C. Hinman, Luis Alberto Moreno, Jill S. Wyant and Daniel W. Yohannes to the Company’s Board of Directors for one-year terms. Biographies for all directors, committee assignments and other corporate governance information are available on our Corporate Governance website.

Stockholders also approved all other matters presented at the meeting, including:

 

   

An advisory resolution on executive compensation

   

A one-year frequency for future advisory votes to approve executive compensation

   

Approval of the amendment to the Company’s 2019 Stock Incentive Plan to increase the number of shares available for issuance

   

Ratification of the appointment of Deloitte & Touche LLP as Dow’s independent auditor for 2026

The meeting will be available via webcast replay on Dow’s website.

Following the Company’s 2026 Annual Meeting of Stockholders, the Board of Directors declared a quarterly dividend of 35 cents per share, payable June 12, 2026, to shareholders of record on May 29, 2026. This marks the 459th consecutive dividend paid by the Company or its affiliates since 1912.

About Dow

Dow (NYSE: DOW) is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications. Our global breadth, asset integration and scale, customer-focused innovation and leading business positions enable us to achieve profitable growth and help deliver a sustainable future. We operate manufacturing sites in 29 countries and employ approximately 34,600 people. Dow delivered sales of approximately $40 billion in 2025. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us at www.dow.com.

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For further information, please contact:


Investors:

Andrew Riker

ajriker@dow.com

Media:

Sarah Young

syoung3@dow.com

 

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Cautionary Statement about Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would,” and similar expressions, and variations or negatives of these words or phrases.

Forward-looking statements are based on current assumptions and expectations of future events that are subject to risks, uncertainties and other factors that are beyond Dow’s control, which may cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements and speak only as of the date the statements were made. These factors include, but are not limited to: sales of Dow’s products; Dow’s expenses, future revenues and profitability; any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflicts between Russia and Ukraine and in the Middle East; capital requirements and need for and availability of financing; unexpected barriers in the development of technology, including with respect to Dow’s contemplated capital and operating projects; Dow’s ability to realize its commitment to carbon neutrality on the contemplated timeframe, including the completion and success of its integrated ethylene cracker and derivatives facility in Alberta, Canada; size of the markets for Dow’s products and services and ability to compete in such markets; Dow’s ability to develop and market new products and optimally manage product life cycles; the rate and degree of market acceptance of Dow’s products; significant litigation and environmental matters and related contingencies and unexpected expenses; the success of competing technologies that are or may become available; the ability to protect Dow’s intellectual property in the United States and abroad; developments related to contemplated restructuring activities and proposed divestitures or acquisitions such as workforce reduction, manufacturing facility and/or asset closure and related exit and disposal activities, and the benefits and costs associated with each of the foregoing; fluctuations in energy and raw material prices; management of process safety and product stewardship; changes in relationships with Dow’s significant customers and suppliers; changes in public sentiment and political leadership; increased concerns about plastics in the environment and lack of a circular economy for plastics at scale; changes in consumer preferences and demand; changes in laws and regulations, political conditions, tariffs and trade policies, or industry development; global economic and capital markets conditions, such as inflation, market uncertainty, interest and currency exchange rates, and equity and commodity prices; business, logistics and supply disruptions; security threats, such as acts of sabotage, terrorism or war, including the ongoing conflicts between Russia and Ukraine and in the Middle East; weather events and natural disasters; disruptions in Dow’s information technology networks and systems, including the impact of cyberattacks; risks related to Dow’s separation from DowDuPont Inc. such as Dow’s obligation to indemnify DuPont de Nemours, Inc. and/or Corteva, Inc. for certain liabilities; and any global and regional economic impacts of a pandemic or other public health-related risks and events on Dow’s business.

Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. A detailed discussion of principal risks and uncertainties which may cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and the Company’s subsequent reports filed with the U.S. Securities and Exchange Commission. These are not the only risks and uncertainties that Dow faces. There may be other risks and uncertainties that Dow is unable to identify at this time or that Dow does not currently expect to have a material impact on its business. If any of those risks or uncertainties develops into an actual event, it could have a material adverse effect on Dow’s business. Dow Inc. and The Dow Chemical Company and its consolidated subsidiaries assume no obligation to update or revise publicly any forward-looking statements whether because of new information, future events, or otherwise, except as required by securities and other applicable laws.

®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

Exhibit 99.2

 

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Press Information

 

2211 H. H. Dow Way

Midland, MI 48674

 

dow.com

Dow Chair and CEO Jim Fitterling to Become Executive Chair; Karen S. Carter Appointed Chief Executive Officer

MIDLAND, Mich. – April 14, 2026 – Dow (NYSE: DOW) today announced that Jim Fitterling, Chair and Chief Executive Officer, will become Executive Chair of the Board, effective July 1, 2026. The Dow Board of Directors has appointed Karen S. Carter, currently Chief Operating Officer, as Chief Executive Officer, effective July 1, 2026. Carter will also join Dow’s Board of Directors at that time. Richard Davis will continue to serve as Dow’s Independent Lead Director.

Today’s announcement reflects the culmination of a multi-year, thoughtful succession planning process and supports continuity as Dow continues to advance its strategy as a world leading materials science company.

“On behalf of the Board, I want to thank Jim for his exceptional leadership and continued contributions to Dow,” said Davis. “Jim has led the company through a period of significant transformation while strengthening Dow’s strategy, culture and long-term positioning. We are equally pleased to congratulate Karen on her appointment as CEO. She is a disciplined, highly respected leader with a deep understanding of Dow’s businesses and customers. This appointment reflects our confidence in her ability to lead Dow forward into its next chapter of growth and value creation for customers, employees and shareholders.”

A Legacy of Transformation and Value Creation

During his tenure as CEO, Jim Fitterling has played a pivotal role in reshaping Dow into a more focused, resilient and innovation-driven enterprise, with an emphasis on higher-growth, consumer demand-led markets. Since becoming CEO in 2018 and Board Chair in 2020, he has guided Dow through its spin-out from DowDuPont, navigated the enterprise through macroeconomic and geopolitical challenges, and transformed Dow by advancing its sustainability ambitions and reinforcing a culture centered on safety, performance and inclusion.

“Serving as CEO of Dow has been the privilege of a lifetime,” said Fitterling. “Together with our employees and leadership team, we have transformed Dow into a stronger, more focused company with the right strategy, capabilities and culture for the future. I look forward to continuing to support Dow as Executive Chair and working closely with Karen to help ensure continuity and strong execution.”

In his new role, Fitterling will continue to chair the Board and focus on long-term strategy, governance, and key external relationships, while supporting continuity in leadership and execution.

A Proven Leader to Lead Dow Forward

Karen S. Carter brings more than three decades of experience at Dow, with deep operational expertise and a strong track record of delivering results across the enterprise. As Chief Operating Officer, she has overseen business and operational performance company-wide, with responsibility for Dow’s operating segments and key functional organizations, while strengthening customer engagement and accelerating innovation.


Previously, Carter served as President of Dow’s Packaging & Specialty Plastics, the company’s largest operating segment, where she led value growth through asset upgrades, capacity expansions and improved reliability, while advancing circular economy solutions in close partnership with customers and brand owners. She has also held senior leadership roles across business, commercial, and corporate functions, giving her a uniquely holistic perspective on Dow’s operations.

“I am deeply honored to assume the role of CEO and lead Dow into our next chapter,” said Carter. “Dow has extraordinary people, world-class assets and leading positions in the markets we serve. Our focus remains unwavering: delivering reliable and innovative solutions for our customers, and long-term value for our employees and our shareholders, while accelerating our transformation to set a new competitive standard for best-in-class performance. I look forward to continuing my partnership with Jim in his new role as Executive Chair, and to working with the Board and all of Team Dow to advance our strategy and deliver on our priorities.”

About Dow

Dow (NYSE: DOW) is one of the world’s leading materials science companies, serving customers in high-growth markets such as packaging, infrastructure, mobility and consumer applications. Our global breadth, asset integration and scale, customer-focused innovation and leading business positions enable us to achieve profitable growth and help deliver a sustainable future. We operate manufacturing sites in 29 countries and employ approximately 34,600 people. Dow delivered sales of approximately $40 billion in 2025. References to Dow or the Company mean Dow Inc. and its subsidiaries. Learn more about us at www.dow.com.

###

For further information, please contact:

Name

Rachelle Schikorra

ryschikorra@dow.com

Sarah Young

syoung3@dow.com

 

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®TM Trademark of The Dow Chemical Company (“Dow”) or an affiliated company of Dow

FAQ

What leadership changes did Dow (DOW) announce in this 8-K?

Dow announced that Karen S. Carter will become Chief Executive Officer on July 1, 2026, while Jim Fitterling will transition from CEO to Executive Chair, remaining on the Board and focusing on long-term strategy, governance and key external relationships.

How did Dow (DOW) stockholders vote on executive compensation in 2026?

Stockholders approved Dow’s executive compensation on an advisory basis, with 433,205,402 votes for, 40,975,195 against and 3,351,679 abstaining. They also supported holding future advisory votes on pay every year, with 464,062,679 votes favoring an annual say-on-pay frequency.

What happened to Dow’s 2019 Stock Incentive Plan at the 2026 meeting?

Stockholders approved an amendment to Dow’s 2019 Stock Incentive Plan, increasing shares available for issuance from 125 million to 185 million. The Board had previously approved the amendment subject to this vote, and all executive officers are eligible for awards under the revised plan.

What were the quorum and participation levels at Dow’s 2026 annual meeting?

At the 2026 annual meeting, 719,619,373 Dow common shares were outstanding and entitled to vote as of the record date. A total of 594,483,736 shares were voted in person or by proxy, representing 82.61% participation and satisfying the quorum requirement under the company’s bylaws.

Did Dow (DOW) change its dividend policy in connection with the 2026 meeting?

Following the 2026 annual meeting, Dow’s Board declared a quarterly dividend of 35 cents per share, payable June 12, 2026 to shareholders of record on May 29, 2026, continuing the company’s long history of consecutive dividend payments dating back to 1912.

Who is Dow’s Independent Lead Director after the 2026 governance changes?

Dow’s Board elected Richard K. Davis to serve as Independent Lead Director effective April 9, 2026. He will serve in this role until the first Board meeting following the 2027 Annual Meeting of Stockholders, providing independent leadership alongside the Executive Chair and new CEO.

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