Dow Chemical, Third Point Settle Board Dispute

By David Benoit And Joann S. Lublin 

Dow Chemical Co. and Third Point LLC settled a looming proxy fight Friday by adding four new directors next year, including two the activist investor had proposed.

Third Point also agreed to a one-year standstill agreement, meaning the firm won't publicly criticize the chemicals company.

The settlement comes a week after Third Point, run by Daniel Loeb, had launched a renewed attack on Dow and puts to rest the possibility of a long fight over the chemical giant's board.

Dow will add Raymond Milchovich and Robert S. "Steve" Miller, Third Point's suggested nominees, to the board, along with two other independent nominees: Richard Davis and Mark Loughridge.

Mr. Milchovich is a former chief executive at Foster Wheeler AG. Mr. Miller is a turnaround specialist who was most recently chief executive at Hawker Beechcraft Inc. and is chairman of American International Group Inc. Third Point has said they have turnaround skills that "Dow desperately needs."

Mr. Davis is the chairman and chief executive of U.S. Bancorp, and Mr. Loughridge is a former chief financial officer of International Business Machines Corp.

Third Point's moves last week came after Dow had privately rejected its nominees, partially because of how Third Point wanted to pay them, people familiar with the matter have said. The rejection led Third Point to launch a website and attack the performance of the company and Chief Executive Andrew Liveris, which set the possibility of a proxy fight in motion. The website was taken down early Friday.

Write to David Benoit at [e-mail] and Joann S. Lublin at [e-mail]

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