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 13, 2010

 

 

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 Dow Chemical Company (the “Company”) was held on May 13, 2010. There were 1,151,907,966 shares of common stock entitled to be voted, and 990,815,499 shares present in person or by proxy, at the Annual Meeting.

Six items of business were acted upon by stockholders at the Annual Meeting, including three stockholder proposals. The voting results are as follows:

 

1.	Election of Directors.

Stockholders elected all of the Company’s nominees for Director for one-year terms expiring on the date of the Annual Meeting in 2011.

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Arnold A. Allemang		831,600,956		30,862,048		8,780,534		119,571,960
Jacqueline K. Barton		806,214,155		56,135,675		8,893,708		119,571,960
James A. Bell		804,665,890		57,082,522		9,495,126		119,571,960
Jeff M. Fettig		804,947,699		56,730,338		9,565,501		119,571,960
Barbara H. Franklin		817,435,767		44,522,693		9,285,078		119,571,960
John B. Hess		763,550,928		99,283,321		9,409,289		119,571,960
Andrew N. Liveris		806,684,427		56,565,247		7,993,864		119,571,960
Paul Polman		804,758,108		56,755,037		9,730,393		119,571,960
Dennis H. Reilley		811,937,183		49,724,386		9,581,969		119,571,960
James M. Ringler		769,814,321		91,648,386		9,780,831		119,571,960
Ruth G. Shaw		802,892,646		59,047,856		9,303,036		119,571,960
Paul G. Stern		803,773,472		58,042,031		9,428,035		119,571,960

 

2.	Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2010.

Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2010.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
967,253,241		16,679,930		6,882,328		—

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3.	Amendment of the Restated Certificate of Incorporation regarding special stockholder meetings.

Stockholders approved the amendment of the Company’s Restated Certificate of Incorporation to reduce to 25% the percentage of voting power required for stockholders to call a special meeting.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
964,976,814		16,633,810		9,204,875		—

 

4.	Stockholder proposal on environmental remediation in the Midland area.

Stockholders did not approve a stockholder proposal on environmental remediation in the Midland area.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
67,782,905		625,083,961		178,376,672		119,571,960

 

5.	Stockholder proposal on executive stock retention.

Stockholders did not approve a stockholder proposal on executive stock retention.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
221,104,787		638,150,803		11,987,948		119,571,960

 

6.	Stockholder proposal on executive compensation.

Stockholders did not approve a stockholder proposal on executive compensation.

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
320,208,271		481,001,072		70,034,195		119,571,960

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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.

THE DOW CHEMICAL COMPANY

Registrant

Date: May 14, 2010