Dow/Third Point reach amicable agreement

US chemicals company Dow Chemical and hedge fund Third Point have agreed to add four new independent directors to Dow’s Board. Third Point is one of Dow’s largest investors with a 2% stake and was considering a proxy contest after talks with Dow over board seats had broken down. Both companies have also agreed to a one-year standstill agreement, which means Third Point will not publicly criticise the company during that period.

Dow and Third Point also will be making no further public comment on the matter and “both are pleased to have resolved the matter amicably and to have arrived at an agreeable path forward.”

The chemical giant, which has a market capitalisation of about US$60 billion, was facing criticism from Third Point’s owner Daniel Loeb over its performance since the financial crisis and was pushing Dow to to spin off its lucrative but slow-growing petrochemical business and focus on speciality materials. Meanwhile, Dow has defended its strategy of using its commoditised raw materials businesses to keep costs down.

The four new Directors are:

  • Richard Davis, Chairman, President and CEO of US Bancorp
  • Mark Loughridge, former Chief Financial Officer of IBM
  • Raymond J. Milchovich, Lead Director of Nucor and former Chairman and CEO of Foster Wheeler AG
  • Robert S. (Steve) Miller, non-executive Chairman of the Board of American International Group (AIG); Former Chief Executive Officer, Hawker Beechcraft, Inc.; Former Executive Chairman, Delphi

The four new directors will be among Dow's nominees for election at the 2015 annual meeting. The company has also agreed to reduce the size of its board to 12 members from 13 before its 2016 annual meeting.


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