DOWDow Inc.
Deals with insiders in the proxy filed 2026-02-27
Deals between DOW and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-02-28.
Certain Relationships and Related Transactions“From time to time, the Company may have employees who are related to our executive officers or directors. The spouse of Andre Argenton (Chief Technology & Sustainability Officer) is employed by the Company in a non-executive position. In 2025, she received a base salary and performance award in an aggregate amount of approximately $313,500, which amount and other terms of her employment, including long-term incentive compensation and benefits, are commensurate with that of her peers and determined on a basis consistent with the Company’s compensation philosophy.”
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The whole section
6 paragraphs quoted as filed
Certain Relationships and Related Transactions“Dow and its subsidiaries purchase products and services from and/or sell products and services to companies of which certain of the Directors or executive officers of Dow, or their immediate family members, are employees, officers or directors. The Corporate Governance Committee and the Board have reviewed such transactions and relationships and do not consider the amounts involved in such transactions material. Such purchases from and sales to each company involve less than either $1,000,000 or 2 percent of the consolidated gross revenues of each of the purchaser and the seller, or all such transactions are in the ordinary course of business. Some such transactions are continuing and it is anticipated that similar transactions will occur from time to time.”
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Certain Relationships and Related Transactions“From time to time, the Company may have employees who are related to our executive officers or directors. The spouse of Andre Argenton (Chief Technology & Sustainability Officer) is employed by the Company in a non-executive position. In 2025, she received a base salary and performance award in an aggregate amount of approximately $313,500, which amount and other terms of her employment, including long-term incentive compensation and benefits, are commensurate with that of her peers and determined on a basis consistent with the Company’s compensation philosophy.”
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Related Person Transactions“The Board has adopted written policies and procedures relating to the approval or ratification of each “Related Person Transaction.” Under Dow’s policies and procedures, a “Related Person Transaction” is generally any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships, in which (a) the Company is a participant, and (b) any Related Person has or will have a direct or indirect material interest. A “Related Person” is any (a) person who is or was (since the beginning of the last fiscal year for which the Company has filed a Form 10-K and proxy statement, even if they do not presently serve in that role) an executive officer, director or nominee for election as a director of the Company, (b) person who is a greater than 5 percent beneficial owner of the Company’s outstanding common stock, or (c) immediate family member of any of the foregoing.”
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Related Person Transactions“Under the policies and procedures, the Corporate Governance Committee (or its Chair, under some circumstances) reviews the relevant facts of all proposed Related Person Transactions and either approves or disapproves of the entry into a particular Related Person Transaction, by taking into account, among other factors it deems appropriate: (i) the commercial reasonableness of the transaction; (ii) the materiality of the Related Person’s direct or indirect interest in the transaction; (iii) whether the transaction may involve a conflict of interest, or the appearance of one; (iv) whether the transaction was in the ordinary course of business; and (v) the impact of the transaction on the Related Person’s independence under the Corporate Governance Guidelines and applicable regulatory and listing standards.”
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Related Person Transactions“No Director may participate in any consideration or approval of a Related Person Transaction for which he or she or any of his or her immediate family members is the Related Person. Related Person Transactions are approved or ratified only if they are determined to be in the best interests of Dow and its stockholders.”
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Related Person Transactions“If a Related Person Transaction that has not been previously approved or previously ratified is discovered, the Related Person Transaction will be presented to the Corporate Governance Committee for ratification. If the Corporate Governance Committee does not ratify the Related Person Transaction, then the Company either ensures all appropriate disclosures regarding the transaction are made or, if appropriate, takes all reasonable actions to attempt to terminate the Company’s participation in the transaction.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗