Dow Chemical stockholders reject independent chair

NEW YORK, Thu May 10, 2012 – Dow Chemical Co. shareholders declined to split the roles of chairman and chief executive at their annual meeting on Thursday, opting to keep the reins of the largest U.S. chemical maker closely held.

The proposal to split the roles, which, if approved, would have gone into effect after current Chairman and CEO Andrew Liveris retired, received only 36 percent of votes cast.

The recent trend among corporate governance experts to recommend splicing the two roles has produced results among large banks, including Bank of America and Citigroup, but industrial manufacturers, like DuPont  and General Electric mostly have kept their CEO and chair roles combined.

Dow shareholders also approved Chairman and CEO Andrew Liveris’ $19.3 million compensation package for 2011, an employee stock purchase plan and an executive stock compensation plan.

Shareholders rejected a plan that would have let them vote by written consent – without meeting in person – on various proposals. That plan received only 39 percent of votes cast.

The compensation vote, required as part of 2010’s Dodd-Frank Act in the United States, was nonbinding.

Shares of Midland, Mich.-based Dow rose 20 cents to $32.33 in morning trading.