Dow Stockholders Approve Board Slate, Dividend in 2025 Annual Meeting

Dow Inc. has announced the outcomes of its 2025 Annual Meeting of Stockholders, with shareholders electing all 13 nominated directors to one-year terms on the company’s Board. The elected directors include Chairman and CEO Jim Fitterling and a diverse slate of experienced leaders across industries such as finance, technology, engineering, and marketing.

Shareholders also approved the advisory vote on executive compensation and ratified Deloitte & Touche LLP as the company’s independent auditor for 2025.

Following the meeting, Dow’s Board declared a quarterly dividend of $0.70 per share, payable on June 13, 2025, to shareholders of record as of May 30, 2025. This marks the 455th consecutive dividend payment made by Dow or its affiliates since 1912.

In addition, Richard K. Davis was re-elected as independent lead director. Davis has served on the Board since 2015 and has held leadership roles on both the corporate governance and audit committees.

Dow emphasized the broad expertise of its Board, highlighting members' experience in capital allocation, risk management, innovation, and brand strategy. The company stated that this mix of long-serving and newer directors is key to advancing its long-term goals, including continued innovation and sustainability leadership in the materials science sector.

Dow operates in 30 countries and employs approximately 36,000 people. The company reported 2024 revenue of approximately $43 billion.

Key Developments – Debt Issuance
1. $1 Billion Senior Notes Offering
Issuer: The Dow Chemical Company
Aggregate Principal Amount: $1.0 billion
Breakdown:
$400 million of 5.350% Notes due 2035
$600 million of 5.950% Notes due 2055
Offering Completed: March 11, 2025
2. Underwriting Agreement & Legal Filings
Underwriters:
BofA Securities, Inc.
Mizuho Securities USA LLC
SMBC Nikko Securities America, Inc.
Indenture Agreement:
Trustee: The Bank of New York Mellon Trust Company, N.A.
Originally dated July 26, 2019
Legal Opinion Filed: Allen Overy Shearman Sterling US LLP
3. Purpose & Use of Proceeds
✔ Debt Issuance for General Corporate Purposes
✔ May include refinancing existing debt
✔ Enhances Dow’s long-term capital structure

4. Potential Market Impact
✅ Stable long-term financing with extended maturities
✅ Shows investor confidence in Dow’s financial strength
✅ Interest rate environment may affect future debt issuances

Dow reported a net sales decline of 2% year-over-year in the fourth quarter of 2024, totaling $10.4 billion, primarily due to weaker results in Packaging & Specialty Plastics. Volume increased by 1% compared to the prior year but declined 1% sequentially due to seasonal trends. Local pricing fell 3% year-over-year and sequentially across all segments.

GAAP net loss for the quarter was $35 million, or $0.08 per share, with operating earnings per share at $0.00. Operating EBIT was $454 million, down $105 million from the prior year, mainly due to lower prices. Cash provided by operating activities was $811 million, a significant drop from the prior year due to reduced working capital benefits. The company returned $492 million to shareholders in dividends during the quarter.

For the full year 2024, net sales totaled $43.0 billion, down from $44.6 billion in 2023. GAAP net income was $1.2 billion, up from $660 million the previous year. Operating EBIT stood at $2.6 billion, a slight decline from 2023, while cash from operating activities dropped to $2.9 billion from $5.2 billion. Total shareholder returns reached $2.5 billion, including $2 billion in dividends and $0.5 billion in share repurchases.

In segment performance, Packaging & Specialty Plastics sales fell 6% year-over-year, driven by lower polyethylene and functional polymer prices. Industrial Intermediates & Infrastructure revenue remained flat, while Performance Materials & Coatings saw a 4% sales increase due to higher volumes.

Looking ahead, Dow plans $1 billion in cost reductions and a $300–500 million cut in 2025 capital expenditures while maintaining its strategic priorities. The company remains focused on growth in packaging, energy, and electronics markets.