Dow Chemical shareholders OK CEO's $21.3 million pay

By Ernest Scheyder

NEW YORK (Reuters) - Dow Chemical Co <DOW.N> shareholders overwhelmingly approved a $21.3 million pay package for Chief Executive Andrew Liveris at the annual meeting on Thursday.

The largest U.S. chemical maker said 87 percent of votes cast were in favor of the company's executive compensation structure.

The result was a vote of confidence in Liveris, whose decision to buy specialty chemical maker Rohm & Haas for $15 billion in 2009 in the depths of the recession put the company heavily in debt.

Dow's owners also approved a proposal to cast a nonbinding vote each year on executive pay.

Dow makes the popular Styrofoam brand of insulation, plastics, pesticides and parts for Apple's <AAPL.O> iPhone. It earned more in the first quarter of 2011 than in all of 2009.

"We are poised to deliver even more substantial earnings for our shareholders," Liveris told the meeting, held in Midland, Michigan, and broadcast on the Web. "Dow is on the right trajectory for future growth."

Both compensation votes were required by the Dodd-Frank financial oversight legislation approved by the U.S. Congress last summer. The law requires only a nonbinding vote, and Dow's board of directors can choose to ignore the results.

Shareholders rejected a proposal that would have allowed them to propose and vote on motions without meeting in person. The proposal, which Dow's board did not support, received 42 percent of the votes cast.

Former Michigan Governor Jennifer Granholm, who was appointed to the board in March, won a full one-year term with nearly unanimous support. The other 12 members of the board were reelected.


Dow plans to start selling its heavily anticipated solar shingle this year. It expects annual sales of $1 billion by 2015. The product, to be installed on roofs like ordinary shingles, can generate electricity from sunlight.

The company plans to hire 1,300 workers to build solar shingles, all with starting wages of $30,000 per year.

Dow has not broken ground on a permanent production facility for the solar shingle. It plans to use a test facility to launch the product this year.

Energy Conversion Devices <ENER.O> and Ascent Solar. <ASTI.O> make products that will compete with Dow's solar shingle.

Dow also announced a corporate efficiency program that it expects to boost 2012 cash flow by $1 billion.

Shares of Dow were unchanged at $39.00 in midafternoon trading.

(Reporting by Ernest Scheyder; Editing by Gerald E. McCormick, Tim Dobbyn, John Wallace and Steve Orlofsky)