THE DOW CHEMICAL COMPANY | Shareholder right to act by written consent at THE DOW CHEMICAL COMPANY

Status
43.00% votes in favour
AGM date
Previous AGM date
Proposal number
4
Resolution details
Company ticker
DOW
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Materials
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
SUPPORTING STATEMENT: It is important for shareholders to have the right to act by written consent when there is a high stock ownership threshold to call for a special shareholder meeting. Theoretically 25% of Dow shares outstanding can call for a special shareholder meeting. However this translates into a 35% stock ownership threshold based on the shares that vote at the annual meeting. It would be hopeless to expect that the shares that do not have time to vote would have the time for the bureaucratic procedures to call for special shareholder meeting.

Taking action by written consent is more important with the widespread use of online shareholder meetings. Thus calling a special shareholder can now hardly be called transparent because with on line shareholder meetings the Board of Directors has more control of who can speak. At an online shareholder meeting the Board of Director could allow only one shareholder to speak.

Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. Thus taking action by written consent could give DOW directors more of an incentive to improve their performance. Dow stock has been on a plateau for years.

Filed by John Chevedden.

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