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): March 12, 2018 (March 8, 2018)

 

 

DOWDUPONT INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38196   81-1224539

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

c/o The Dow Chemical Company

2030 Dow Center

Midland, MI 48674

   

c/o E. I. du Pont de Nemours and Company

974 Centre Road

Wilmington, DE 19805

(Address of principal executive offices)(Zip Code)    

 

(989) 636-1000   (302) 774-1000

(Registrant’s telephone numbers, including area code)

(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))

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.  ☐

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2018, DowDuPont Inc. (the “Company”) announced that, effective April 1, 2018, Andrew N. Liveris will no longer serve as the Company’s Executive Chairman, and Jeff Fettig, current co-Lead Independent Director of the Company, will become a non-employee Executive Chairman of the Company. Mr. Liveris will continue to serve as a director of the Company until July 1, 2018, at which time he will retire from the Company and the Board of Directors as previously announced.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 8, 2018, the Board of Directors of the Company approved an amendment to Article V, Sections 5.1 and 5.6 of the Amended and Restated Bylaws of the Company to provide that a non-employee director may serve in the Executive Chairman role and not be designated or serve as an executive officer. The text of the amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number 		   Description of Exhibit
3.1    Text of the Amendment to the Amended and Restated Bylaws of the Company.
99.1    Press Release, dated March 12, 2018.

EXHIBIT INDEX

 

Exhibit
Number 		   Description of Exhibit
3.1    Text of the Amendment to the Amended and Restated Bylaws of the Company.
99.1    Press Release, dated March 12, 2018.

SIGNATURES

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.

 

DOWDUPONT INC.

(Registrant)

 

By:  

/s/ Jeanmarie F. Desmond

Name:   Jeanmarie F. Desmond
Title:   Co-Controller
By:  

/s/ Ronald C. Edmonds

Name:   Ronald C. Edmonds
Title:   Co-Controller

Date: March 12, 2018

Exhibit 3.1

Text of the Amendment to the Amended and Restated Bylaws of the Company

The text of the amendment to Article V, Sections 5.1 and 5.6 of the Amended and Restated Bylaws of the Company reads as follows:

 

5.1 Designation. The officers of the Company appointed by the Board of Directors (or in the case of the Executive Chairman and Chief Executive Officer, designated in accordance with Section 9.1) shall be an Executive Chairman*, a Chief Executive Officer, a Chief Financial Officer, a General Counsel, and may also include one or more Executive Vice Presidents, one or more Vice Presidents, one or more Chief Operating Officers, a Special Counsellor to the Executive Chairman and General Counsel for the Materials Business, a Secretary, a Treasurer and a Controller. The Board of Directors also may elect or appoint, or provide for the appointment of, and, if delegated to the Chief Executive Officer, the Chief Executive Officer also may elect or appoint, such other officers, assistant officers (including, without limitation, one or more Assistant Treasurers, one or more Assistant Secretaries and one or more Assistant Controllers) and agents as may from time to time appear necessary or advisable in the conduct of the business and affairs of the Company.

 

* (provided, however, if a non-employee is designated as Executive Chairman they shall not serve as an executive officer)

 

5.6 Executive Chairman. The Executive Chairman shall be the chairman of, and report to, the Board of Directors and shall have lead responsibility for chairing the Board of Directors. As an executive officer of the Company*, the Executive Chairman shall report to the Board of Directors and shall (i) be jointly responsible for the corporate-wide synergies of the Company, together with the Chief Executive Officer, and in consultation with James R. Fitterling (or his successor), (ii) have responsibility for the agenda and schedule of all meetings of the Board of Directors, in consultation with the Chief Executive Officer and (iii) be primarily responsible for the external representation of the Company with all stakeholders, other than with respect to investor relations matters, which shall be the responsibility of the Chief Executive Officer, and with respect to media relations matters, which shall be the joint responsibility of the Executive Chairman and the Chief Executive Officer. The Executive Chairman shall be directly responsible for (x) the annual strategic plans for the Company’s material science business, consisting of the businesses of The Dow Chemical Company (“ Dow ”) and E. I. du Pont de Nemours and Company (“ DuPont ”) set forth on Exhibit 5.6(a) (the “ Materials Business ”) and (y) the establishment, execution and achieving of synergies at the Materials Business level, in each case with the assistance of the Chief Executive Officer. The Executive Chairman shall also be (a) directly responsible for the establishment, integration and operation of the Materials Business, and (b) jointly responsible, together with the Chief Executive Officer, for evaluating new value-creating opportunities for the Company’s specialty products business, consisting of the businesses of Dow and DuPont set forth on Exhibit 5.6(b) (the “Specialty Business). The Executive Chairman shall have all such other powers and perform such other duties as may be assigned by the Board of Directors from time to time.

 

* (provided, however, if a non-employee is designated as Executive Chairman they shall not serve as an executive officer)

Exhibit 99.1

 

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Andrew N. Liveris to Transition Out of DowDuPont Executive Chairman Role, then Retire

Executive Chairman Transition Effective April 1, 2018

Liveris to Retire Effective July 1, 2018

MIDLAND, Mich. – March  12, 2018 – DowDuPont (NYSE: DWDP) today announced that Andrew N. Liveris will be transitioning out of the role as Executive Chairman, and then retiring as the Materials Science Division of the company progresses on its succession process. Mr. Liveris has informed the Board that he will no longer serve as Executive Chairman of DowDuPont effective April 1, 2018, and Jeff Fettig, current co-Lead Independent Director for DowDuPont, will serve as a non-employee Executive Chairman of the Board of DowDuPont. Liveris will continue as a director of DowDuPont through his previously announced retirement from the company effective July 1, 2018.

“On behalf of the Board, we want to thank Andrew for his outstanding leadership and vision. Dow has achieved record operating results and shareholder value under Andrew’s leadership, which continues as part of the DowDuPont merger,” said Fettig. “Andrew is truly a global CEO in every sense of the term, and his leadership not only at Dow, but across the entire business community, will be felt for decades.”

Fettig continued: “Since joining the Board of Dow, it has been a privilege to work alongside Andrew and the rest of the Board, as we developed and executed against Dow’s market-driven strategy. I look forward to continuing to work with the entire DowDuPont Board to implement the intended separation of DowDuPont into three focused and industry-leading businesses.”

“Over the last 14 years, we have transformed Dow from a cyclical chemicals manufacturing company into one powered by science, driven by innovation and delivering solutions to the world. We have aggressively invested in R&D and radically transformed our portfolio of businesses while proudly maintaining our commitment to our heritage and values,” said Liveris. “With that transformation complete and Dow entering into its next phase of growth, now is the right time for me to effect my previously announced plan to transition and then to retire. I want to thank the 54,000 women and men of Dow around the world for their hard work and dedication – without their tireless efforts, Dow would not be where it is today.”

In addition to his successful leadership of Dow, Liveris, 63, has been an international advocate for the criticality of manufacturing to the long-term health of national economies. Liveris is the author of “Make It in America,” a book which presents a comprehensive set of practical policy solutions and business strategies to achieve the Company’s vision of an Advanced

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Manufacturing economy. He was tapped by the current U.S. Trump Administration to help identify new ways to spur innovation, revitalize the U.S. manufacturing sector, and drive economic growth and prosperity. He currently serves on Secretary Acosta’s Workforce of the Future Committee and previously he served as Co-Chair of U.S. President Obama’s Advanced Manufacturing Partnership steering committee and a member of the U.S. President’s Export Council. To this end, he has led Dow to collaborate with governments on Advanced Manufacturing Plans for the U.S., Australia, Europe, Latin America, Asia, the Middle East, and Africa, while simultaneously driving the Company’s world-class investment and industry leadership in fast-growing regions around the globe.

Liveris’ breadth of experience and expertise is broadly represented across the business, government, academic and non-profit sectors. He serves in numerous advisory roles with governments on manufacturing, investment and business development including Australia, Argentina, Saudi Arabia, and Thailand through service on various councils and committees. Liveris sits on the Board of Directors of IBM, is a member and previous Vice Chair of the Business Roundtable, an Executive Committee Member and past Chairman of the U.S. Business Council, and a member of the Concordia Leadership Council and the Australian government’s Industry Growth Centres Advisory Committee. Liveris is a member of the Peterson Institute for International Economics, the American Australian Association and The B Team. He serves on the Board of Trustees of The King Abdullah University of Science and Technology (KAUST), California Institute of Technology and the United States Council for International Business. He is also on the board of the U.S.-India Strategic Partnership Forum (USISPF).

About DowDuPont™

DowDuPont (NYSE: DWDP) is a holding company comprised of The Dow Chemical Company and DuPont with the intent to form strong, independent, publicly traded companies in agriculture, materials science and specialty products sectors that will lead their respective industries through productive, science-based innovation to meet the needs of customers and help solve global challenges. For more information, please visit us at www.dow-dupont.com.

About Dow

The Dow Chemical Company (Dow) combines science and technology knowledge to develop premier materials science solutions that are essential to human progress. Dow has one of the strongest and broadest toolkits in the industry, with robust technology, asset integration, scale and competitive capabilities that enable it to address complex global issues. Dow’s market-driven, industry-leading portfolio of advanced materials, industrial intermediates, and plastics businesses deliver a broad range of differentiated technology-based products and solutions for customers in high-growth markets such as packaging, infrastructure, and consumer care. Dow is a subsidiary of DowDuPont (NYSE: DWDP), a holding company comprised of Dow and DuPont with the intent to form three strong, independent, publicly traded companies in agriculture, materials science and specialty sectors. More information can be found at www.dow.com.

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Contact Information:

 

Media:   
Rachelle Schikorra    Gregg Schmidt
ryschikorra@dow.com    gregg.m.schmidt@dupont.com
+1 989-638-4090    +1 302-996-8368
Investors:   
Neal Sheorey    Greg Friedman
nrsheorey@dow.com    greg.friedman@dupont.com
+1 989-636-6347    +1 302-774-4994

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