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): May 15, 2014

THE DOW CHEMICAL COMPANY

(Exact name of registrant as specified in its charter)

2030 DOW CENTER, MIDLAND, MICHIGAN 48674

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 989-636-1000

Not applicable

(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:

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

(e) The Board of Directors of The Dow Chemical Company previously approved, subject to stockholder approval, The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan (“Amended and Restated 2012 Stock Incentive Plan”). According to the results from the Company’s 2014 Annual Meeting of Stockholders held on May 15, 2014, the Company’s stockholders approved the Amended and Restated 2012 Stock Incentive Plan. A detailed summary of the material terms of the 2012 Stock Incentive Plan appears on pages 47-54 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2014 (the “Proxy Statement”). The foregoing description of the Amended and Restated 2012 Stock Incentive Plan is qualified in its entirety by reference to the full text of the Amended and Restated 2012 Stock Incentive Plan, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on May 15, 2014 for the purposes of (i) electing 10 directors to hold office until the next annual meeting of stockholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year; (iii) holding an advisory vote on executive compensation; (iv) approving of the Amended and Restated 2012 Stock Incentive Plan; and (v) holding a vote on two stockholder proposals.

All of management’s nominees for director as named in the Company’s Proxy Statement were elected by the votes set forth in the table below.

Election of Directors.

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year was ratified by the votes set forth in the table below.

The Company’s executive compensation was approved, on an advisory basis, by the votes set forth in the table below.

The Amended and Restated 2012 Stock Incentive Plan was approved, by the votes set forth in the table below.

The stockholder proposal on shareholder action by written consent was defeated, by the votes set forth in the table below.

The stockholder proposal on executive stock retention was defeated, by the votes set forth in the table below.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

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.

Date: May 20, 2014

Exhibit Index