Dow Chemical Reach Deal With Third Point; To Add 4 New Independent Directors

(RTTNews) - Dow Chemical Co. (DOW) and Third Point LLC (TPRE) announced a comprehensive agreement to add four new, independent directors to Dow's Board.

Mark Loughridge, Ray Milchovich and R. "Steve" Miller will join the Board on January 1, 2015. Richard Davis will join in May 2015 following the 2015 Annual Meeting of Shareholders.

As a result of today's announcement, Dow's Board will increase from 10 to 13 members, as of January 1, 2015.

The agreement also provides that the four independent directors will be included in Dow's nominees for election at the 2015 Annual Meeting.

Third Point will vote in favor of the company's nominees at the 2015 Annual Meeting.

Thirteen directors will stand for election at the 2015 Annual Meeting. However, Dow has agreed to reduce the size of its Board to twelve members before its Annual Meeting in 2016.

Third Point has agreed to a one year customary standstill and voting agreement.

Richard Davis is Chairman, President and CEO of U.S. Bancorp; Mark Loughridge, is former Chief Financial Officer of IBM; Raymond Milchovich is Lead Director of Nucor and former Chairman and CEO of Foster Wheeler AG.

Robert S. (Steve) Miller is non-executive Chairman of the Board of American International Group (AIG); Former Chief Executive Officer, Hawker Beechcraft, Inc.; Former Executive Chairman, Delphi.