190 CARONDELET PLAZA, SUITE 1530, CLAYTON, MISSOURI 63105 USA

March 13, 201712, 2018

Dear Olin Corporation (Olin) Shareholder:

We cordially invite you to attend our 20172018 annual meeting of shareholders on April 27, 2017.26, 2018.

This booklet includes the notice of annual meeting of shareholders and proxy statement, which describes the business we will conduct at the meeting and provides information about Olin that you should consider when you vote your shares. We have not planned a communications segment or any presentations for the 20172018 annual meeting.

Whether or not you plan to attend, it is important that your shares are represented and voted at the annual meeting. If you do not plan to attend the annual meeting, you may vote your shares on the Internet, by mobile or phonetelephone or by completing and returning the proxy card in the enclosed envelope. If you plan to attend the annual meeting, you will need to bring the upper half of your proxy card to use as your admission ticket for the meeting.

At last year’s annual meeting more than 90%95% of our shares were represented in person or by proxy. We hope for the same high level of representation at this year’s meeting and we urge you to vote as soon as possible.

OLIN CORPORATION

Notice of Annual Meeting of Shareholders

Clayton, Missouri

March 13, 201712, 2018

OLIN CORPORATION

PROXY STATEMENT

TABLE OF CONTENTS

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OLIN CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To be Held on April 27,26, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2018

Olin’s Notice of Annual Meeting of Shareholders and Proxy Statement and 2017 Annual Report onForm 10-K are available atwww.proxydocs.com/oln. You will need your11-digit control number located in the upper right box on the front of your proxy card or the notice regarding the availability of proxy materials to vote your shares.

GENERAL QUESTIONS

Why did I receive a notice in the mail regarding the availability of proxy materials instead of printed copies of the proxy materials?

In accordance with rules adopted by the U.S. Securities and Exchange Commission (SEC), we may furnish proxy materials to our shareholders by providing access to these documents on the Internet instead of mailing printed copies. Unless you are a participant in the Olin Corporation Contributing Employee Ownership Plan (the CEOP), you will not receive printed copies of the materials unless you request them. Instead, we mailed you the notice regarding the availability of proxy materials (unless you have previously consented to electronic delivery or already requested to receive printed copies), which describes how you may access and review all of the proxy materials on the Internet. The notice regarding the availability of proxy materials provides instructions as to how shareholders can access the proxy materials online, contains a listing of matters to be considered at the meeting, and sets forth instructions as to how shares can be voted. Shares must be voted either on the Internet, by telephone, or by completing and returning a proxy card. Shares cannot be voted by marking, writing on and/or returning the notice regarding the availability of proxy materials. Any notices regarding the availability of proxy materials that are returned will not be counted as votes. Instructions for requesting a paper copy of the proxy materials are set forth on the notice regarding the availability of proxy materials.

This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the annual meeting, and help conserve natural resources. However, if you prefer to receive printed proxy materials via mail or receive an e-mail with links to the electronic materials, please follow the instructions included on the notice regarding the availability of proxy materials.

Why did I receive this proxy statement?

You received this proxy statement because you owned shares of Olin Corporation (Olin) common stock, par value $1 per share, which we sometimes refer to as common stock, at the close of business on February 28, 2017.2018. Olin’s board of directors is asking you to vote at the 20172018 annual meeting FOR each of the director nominees identified in Item 1, and FOR Items 2, 3 and 4 and for aONE-YEAR frequency for Item 3 listed in the notice of the annual meeting.meeting of shareholders. This proxy statement describes the matters on which we would like you to vote and provides information so that you can make an informed decision.

When was this proxy material mailed to shareholders?

We began to mail the proxy statement and form of proxy to shareholders on or about March 13, 2017.12, 2018.

When was the notice regarding the availability of proxy materials mailed to shareholders?

We began to mail the notice regarding the availability of proxy materials to shareholders on or about March 12, 2018.

What if I have questions?

If you have questions, please write them down and send them to the Secretary at Olin’s principal executive office at 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.

What will I be voting on?

You will be voting on:

The proposal to ratify the appointment of KPMG as Olin’s independent registered public accounting firm for 20172018 is considered a discretionary item for which a broker will have discretionary voting power if you do not give instructions with respect to this proposal. The proposals to elect directors, to approve the Olin Corporation 2018 Long Term Incentive Plan and to conduct an advisory vote to approve the compensation for named executive officers, and to conduct an advisory vote on the frequency of a shareholder vote on executive compensation arenon-routine matters for which a broker will not have discretionary voting power and for which specific instructions from beneficial owners are required. As a result, a broker will not be allowed to vote on these three matters on behalf of its beneficial owner customers if the customers do not return specific voting instructions. If you are a shareholder that holds shares through a broker, please provide specific voting instructions to your broker.

Could other matters be voted on at the annual meeting?

As of March 13, 2017,12, 2018, the items listed in the preceding question are the only matters being considered. If any other matters are properly presented for action, the persons named in the accompanying form of proxy will vote the proxy in accordance with their good faith business judgment as to what is in the best interests of Olin.

How does the board recommend I vote on the proposals?

Our board recommends a vote FOR each of the director nominees identified in Item 1, and FOR Items 2, 3 and 4 and for aONE-YEAR frequency under Item 3.4.

What do I need to do to attend the 20172018 annual meeting in person?

Each attendee must bring a valid, government-issued photo ID, such as a driver’s license or passport, as well as other verification of Olin common stock ownership. For a shareholder of record or participant in the Olin Corporation Contributing Employee Ownership Plan (the CEOP),CEOP, please bring your proxy card (CEOP shares must be voted either on the Internet or by phone, mobile or Internettelephone no later than 11:59 p.m. Central Daylight Time on April 23, 2017,22, 2018, or by mail ifreceived by April 21, 2017)20, 2018). If you are a beneficial owner of Olin common stock, but do not hold your

shares in your own name (i.e., your shares are held in street name), please bring the notice or voting instruction form you received from your bank, broker or other nominee. You may also bring your bank or brokerage account statement reflecting your ownership of Olin common stock as of February 28, 2017,2018, the record date.

Please note that cameras, sound or video recording equipment, cellular telephones, smartphones and other similar devices, as well as purses, briefcases, backpacks and packages, will not be allowed in the meeting room. No one will be admitted to the meeting once it begins.

How can I obtain directions to be able to attend the annual meeting and vote in person?

You may obtain directions to the Plaza in Clayton Office Tower in Clayton, MO, USA by contacting the Plaza in Clayton Office Tower at (314)290-50391-314-290-5039 or by accessing its website atwww.theplazainclaytonoffice.com/Directions.axis.

VOTING

Who can vote?

All shareholders of record at the close of business on February 28, 2017,2018, are entitled to vote at the annual meeting.

How many votes can be cast by all shareholders?

At the close of business on February 28, 2017,2018, the record date for voting, we had 165,614,787167,192,875 outstanding shares of common stock. Each shareholder on the record date may cast one vote for each full share owned. The presence in person or by proxy of the holders of a majority of such outstanding shares constitutes a quorum. If a share is present for any purpose at the meeting, it is deemed to be present for the transaction of all business. Abstentions and shares held in street name that are voted on any matter will be included in determining the number of votes present. Shares held in street name that are not voted on any matter at the meeting will not be included in determining whether a quorum is present.

How do I vote?

You may vote either in person at the annual meeting or by proxy. To vote by proxy, you must select one of the following options:

If you vote in a timely manner byon the Internet mobile or phone,by telephone, you do not have to return the proxy card for your vote to count. The Internet mobile and phonetelephone voting procedures appear in the upper right box of the enclosednotice regarding the availability of proxy materials or your proxy card. You may also log on to change your vote or to confirm that your vote has been properly recorded.

If you want to vote in person at the annual meeting, and you own yourOlin common stock through a custodian, broker or other agent, you must obtain a proxy from that party in their capacity as owner of record for your shares and bring the proxy to the annual meeting.

Where can I access an electronic copy of the Proxy Statement and Annual Report onForm10-K for the year ended December 31, 2016?2017?

Important Notice Regarding the Availability of Proxy Materials for the ShareholderAnnual Meeting of Shareholders to Bebe Held on April 27, 2017:26, 2018:

You may access an electronic, searchable copy of the 20172018 Proxy Statement and the Annual Report on Form10-K 10 -K for the year ended December 31, 2016,2017, athttp://olin.mobular.net/olin/www.proxydocs.com/oln.

How are votes counted?

If you specifically mark the proxy card (or vote on the Internet or by Internet, mobile or phone)telephone) and indicate how you want your vote to be cast regarding any matter, your directions will be followed. If you sign and submit the proxy card but do not specifically mark it with your instructions as to how you want to vote, the proxy will be voted FOR the election of the directors named in this proxy statement in Item 1, and FOR Items 2, 3 and 4 and for aONE-YEAR frequency under Item 3 listed in the proxy. If you submit a proxy card marked “abstain” on any item other than Item 2, your shares will not be voted on thethat item so marked and your vote will not be included in

determining the number of votes cast on that matter. Abstentions on Item 2 will have the same effect as a vote against the proposal. Shares held in street name that are not voted in the election of directors or on Items 2, 3 or 4 will not be included in determining the number of votes cast on those matters.

Wells FargoEQ Shareowner Services tabulates the shareholder votes and provides an independent inspector of election as part of its services as our registrar and transfer agent.

Can I change my vote?

Yes. Whether you vote on the Internet, by Internet, mobile or phonetelephone or submit a proxy card with your voting instructions, you may revoke or change your vote by:

When are the votes due?

Proxies submitted by shareholders through the Internet or by Internet, mobile or phonetelephone will be counted in the vote only if they arereceived by 11:59 p.m. Central Daylight Time on April 26, 2017.25, 2018. Shares represented by proxies on the enclosed proxy card will be counted in the vote only if wereceive your proxy card by April 26, 2017.25, 2018. Proxies submitted by CEOP participants will be counted in the vote only if they arereceived through the Internet or by Internet, mobile or phonetelephone by 11:59 p.m. Central Daylight Time on April 23, 201722, 2018 orreceivedby mail by April 21, 2017.20, 2018.

How do I vote my shares held in the Olin Contributing Employee Ownership Plan?

On February 28, 2017,2018, the CEOP held 3,076,5462,642,850 shares of our common stock. Voya Institutional Trust Company serves as the Trustee of the CEOP. If you are a CEOP participant, you may instruct the CEOP Trustee on how to vote shares of common stock credited to youyour CEOP account on the items of

business listed on the proxy card by voting on the Internet, mobile or phoneby telephone or by indicating your instructions on your proxy card and returning it to us. The Trustee will vote shares of common stock held in the CEOP for which they donot receive voting instructions in the same manner proportionately as they vote the shares of common stock for which theydo receive instructions.

How do I vote my shares held in the Automatic Dividend Reinvestment Plan?

Wells FargoEQ Shareowner Services is our registrar and transfer agent and administers the Automatic Dividend Reinvestment Plan. If you participate in our Automatic Dividend Reinvestment Plan, Wells FargoEQ Shareowner Services will vote any shares of common stock that it holds for you in accordance with your instructions indicated on the proxy card you return or the vote you make on the Internet or by Internet, mobile or phone.telephone. If you donot submit a proxy card for your shares of record or vote on the Internet or by Internet, mobile or phone, Wells Fargotelephone, EQ Shareowner Services willnot vote your dividend reinvestment shares.

MISCELLANEOUS

Can I contact board members directly?

Our audit committee has established the following methods for shareholders or other interested parties to communicate directly with the board and/or its members.

The Olin Board or (Name of the director)

c/o Office of the Secretary

Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, MO 63105 USA

Who pays for this proxy solicitation?

Olin will pay the entire expense of this proxy solicitation.

Who solicits the proxies and what is the cost of this proxy solicitation?

Our board is soliciting the proxies.proxies on behalf of Olin. We have hiredengaged The Proxy Advisory Group, LLC (Proxy Advisory Group), a proxy solicitation firm, to assist us within the distributionsolicitation of proxy materialsproxies and vote solicitation. Weprovide related advice and informational support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $20,000 in total. In addition, Olin will pay Proxy Advisory Group approximately $15,000 for its services and will

reimburse Proxy Advisory Group for payments made to brokers and other nominees for their expenses in forwarding proxy solicitation materials including telephone solicitation and administrative disbursements allowance charges.to holders.

How will the proxies be solicited?

Proxy Advisory Group will solicit proxies by personal interview, e-mail, mail and telephone, and will request brokerage houses and other custodians, brokers and other agents to forward proxy solicitation materials to the beneficial owners of Olin common stock for whom they hold shares. Our directors, officers and employees may also solicit proxies by personal interview, e-mail and telephone.

How can I submit a shareholder proposal at the 20182019 annual meeting?

If you want to present a proposal to be considered for inclusion in the proxy statement for the 20182019 annual meeting, you must deliver the proposal in writing (and include the information required by Olin’s Bylaws) to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA no later than November 12, 2017.9, 2018. You must then present your proposal in person at the 20182019 annual meeting.

If you want to present a proposal for consideration at the 20182019 annual meeting without including your proposal in the proxy statement, you must deliver a written notice (containing the information required by Olin’s Bylaws) to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA no later than January 26, 2018.25, 2019. You must also present your proposal in person at the 20182019 annual meeting.

How can I directly nominate a director for election to the board at the 20182019 annual meeting?

According to Olin’s Bylaws, if you are a shareholder you may directly nominate an individual for election to the board if you deliver a written notice of the nomination to Olin’s Secretary no later than January 26, 2018.25, 2019. Your notice must include:

Although a shareholder may directly nominate an individual for election as a director, the board is not required to include such nominee in the proxy statement.

How can I recommend a director for the slate of candidates to be nominated by Olin’s board for election at the 20182019 annual meeting?

In addition to directly nominating an individual for election to the board as discussed above, you can suggest that our directors and corporate governance committee consider a person for inclusion in

the slate of candidates to be proposed by the board for election at the 20182019 annual meeting. YouA shareholder can recommend a person by delivering written notice to Olin’s board no later than October 11, 2017.12, 2018. The notice must include the information described under the heading “What Is Olin’s Director Nomination Process?” on page 19,20, and must be sent to the address indicated under that heading. As noted above, the board is not required to include such nominee in the proxy statement.

How can I obtain shareholder information?

Shareholders may contact Wells FargoEQ Shareowner Services, our registrar and transfer agent, who also manages our Automatic Dividend Reinvestment Plan at:

Wells FargoEQ Shareowner Services

1110 Centre Pointe Curve, Suite 101

Mendota Heights, MN 55120-4100 USA

Telephone:(800) 401-19571-800-401-1957

Internet:www.shareowneronline.com, click on “contact us.”

Shareholders can sign up for online account access through Wells FargoEQ Shareowner Services for fast, easy and secure access 24 hours a day, 7 days a week for future proxy materials, investment plan statements, tax documents and more. To sign up log on towww.shareowneronline.com wherestep-by-step instructions will prompt you through enrollment or you may call(800) 401-19571-800-401-1957 from the United States or(651) 450-40641-651-450-4064 from outside the United States for customer service.

CERTAIN BENEFICIAL OWNERS

Except as listed below, to our knowledge, no person beneficially owned more than five percent5% of our common stock as of February 28, 2017.2018.

(f)(e)

Based on Amendment No. 2 to a Schedule 13G filing dated February 6, 2017,13, 2018, as of December 31, 2016, State Street Corporation had2017, Adage Capital Partners, L.P. held shared dispositivevoting and shared votingdispositive power over all of the reported shares reportedwith Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson and includes shares held by subsidiaries listed in the filing.Phillip Gross.

ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS

Who are the individuals nominated by the board to serve as directors?

The board of directors is divided into three classes. Each class has a term of office for three years, and the term of each class ends in a different year. In 2017, the board elected one new director, Mr. Shipp, in accordance with an agreement between Olin and The Dow Chemical Company (Dow), now known as DowDupont, in connection with our acquisition of certain lines of business from Dow on October 5, 2015. Virginia law and Olin’s Bylaws require that any director elected by the board of directors (rather than the shareholders) serve only until the earlier of the next election of directors by the shareholders and until his or her successor is elected or until his or her earlier death, resignation or removal. The board has nominated Mr. Bogus as a Class II director with a term expiring in 2020 and Ms. Williams and Messrs. Benoist, RompalaShipp and FischerSmith as Class IIIII directors with terms expiring in 2020.2021. The board expects that all of the nominees will be able to serve as directors. If any nominee is unable to accept election, a proxy voting in favor of such nominee will be voted for the election of a substitute nominee selected by the board, unless the board reduces the number of directors.

The board of directors recommends a vote FOR the election of Mr. Bogus as a Class II director and Ms. Williams and Messrs. Benoist, RompalaShipp and FischerSmith as Class IIIII directors.

How many votes are required to elect a director?

A nominee will be elected as a director by a majority of the votes cast. A majority of the votes cast means that the number of votes FOR a nominee must exceed the number of votes AGAINST that nominee. Abstentions and shares held in street name that are not voted in the election of directors will not be included in determining the number of votes cast and will not affect the outcome of the vote in the election of directors.

Business Experience of Nominees

Set forth on the following pages are descriptions of the business experience of each director nominee, including a brief summary of the specific experience, qualifications, attributes and skills that led our board to conclude that these individuals should serve as our directors.

      CLASS II

      NOMINEE FORTWO-YEAR TERM EXPIRING IN 2020

      CLASS III

      NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 20202021

Business Experience of Continuing Directors

Set forth on the following pages are descriptions of the business experience of each continuing director. The terms of the following directors will continue after the 20172018 annual meeting, as indicated below.

CLASS I

DIRECTORS WHOSE TERMS CONTINUE UNTIL 2019

		RANDALL W. LARRIMORE, 69,70, served as the Chairman of Olin from April 2003 through June 2005. From 1997 until his retirement in December 2002, he served as President and Chief Executive Officer of United Stationers Inc., now calledknown as Essendant (ESND;(NASDAQ: ESND; a wholesaler/distributor of officebusiness products). From 1988 until 1997, he was President and Chief Executive Officer of MasterBrand Industries, Inc., now calledknown as Fortune Brands Home & Security LLC (FBHS;(NYSE: FBHS; a consumer products company). He holds a bachelor’s degree from Swarthmore College with a major in economics and a minor in chemistry and a master’s degree in business administration from Harvard Business School. He isco-chair of the Governance Committeegovernance committee and a member of the Boardboard of Directorsdirectors and Compensation Committeecompensation committee of Campbell Soup Company (a manufacturer and marketer of soup and other food products), and a member of the Boardboard of Directorsdirectors of Nixon Uniform Service and Medical Wear (a privately held company that provides, launders, and delivers medical apparel, linens, and other reusable products, primarily to healthcare providers) and Chesapeake Conservancy (anon-profit organization to protect and restore the Chesapeake Bay). He was also a Captain in the U.S. Army Reserves. Olin director since January 1998; Chair of the Directors and Corporate Governance Committee and a member of the Audit Committee, the Compensation Committee and the Executive Committee. Mr. Larrimore brings expertise in marketing, sales, strategic planning, mergers and acquisitions and general management.

		WILLIAM H. WEIDEMAN, 62,63, retired in January 2015, from his position as Chief Financial Officer and Executive Vice President of The Dow Chemical Company, (a specialtynow known as DowDupont (NYSE: DWDP; a diversified chemical advanced materials, agrosciences and plastics manufacturer)manufacturing company), a position he held since March 2010. Prior to that, Mr. Weideman served as an Interim Chief Financial Officer from November 2009 to March 2010, and was named Executive Vice President of Finance, Dow Agrosciences & Corporate Strategic Development infrom April 2010 to September 2012, all at Dow. He joined Dow in 1976 as a Cost Accountant in Midland, Michigan and held a variety of accounting and controller roles for different Dow businesses. Olin’s board of directors has determined that Mr. Weideman qualifies as an “audit committee financial expert” for Olin under applicable SEC rules. Mr. Weideman earned a bachelor’s degree in business administration and accounting from Central Michigan University. He is a director of theMid-Michigan Medical Center and is on the Boardboard of Trusteestrustees for Central Michigan University. From October 30, 2011 until December 31, 2015, he served as a director of Sadara Chemical Company (a joint venture between Saudi Aramco and Dow) and from August 30, 2000 until December 31, 2015, he was a director of the Dow Chemical Employees’ Credit Union. Olin director since October 2015; memberChair of the Audit Committee and a member of the Directors and Corporate Governance Committee and Executive Committee. Mr. Weideman’s extensive history with Dow provides him with valuable financial and business administration expertise.

CLASS IIIII

DIRECTORS WHOSE TERMS CONTINUE UNTIL 20182020

		VINCENT J. SMITH, 67, served asJOHN E. FISCHER, 62, became Chairman, President and Chief Executive Officer of Dow Chemical Canada, a subsidiaryOlin on April 27, 2017. He held the positions of The Dow Chemical Company (a specialty chemical, advanced materials, agrosciencesPresident and plastics manufacturer),Chief Executive Officer since May 1, 2016, President and Chief Operating Officer from 2001May 2014 until his retirementApril 30, 2016, Senior Vice President and Chief Financial Officer from October 2010 until May 2014, Vice President and Chief Financial Officer from May 2005 to October 2010, Vice President, Finance and Controller from June 2004 until May 2005, after rejoining Olin in early 2004. From 19722002 through 2003, he served as an independent financial consultant to 2000,Olin and other unaffiliated companies. From 1996 through 2001, he helddirected all financial functions, acquisitions and divestments for Primex Technologies, Inc. (a munitions, propellants, satellite propulsion systems and electronic products manufacturing company spun off from Olin in 1996 and is now called General Dynamics Ordnance and Tactical Systems). Prior to this, Mr. Fischer was Vice President and Financial Officer for Olin’s Ordnance division where he supervised all division financial reporting and planning and government contract management. He began his career with General Defense Corporation in 1977, serving in various accounting and cost accounting positions of increasing responsibilityprior to being appointed Controller in engineering, manufacturing and management, including the position of Business Director for Dow’s global chlor-alkali assets.1985. Mr. SmithFischer earned a bachelor’s degree in chemical engineeringaccounting and economics from McMasterFranklin and Marshall College and a master’s degree in finance from Pennsylvania State University. Mr. Fischer’s extensive financial and executive management experience, deep knowledge of Olin director since August 2008; memberand extensive involvement in the transaction of the Compensation Committeeacquired businesses from Dow, now known as DowDupont, and his leading the Directors and Corporate Governance Committee. Mr. Smith’s executive service has provided him withintegration provide valuable international and manufacturing experience, together with extensive knowledge of the chlor alkali industry.
		CAROL A. WILLIAMS, 58, served as a special advisor to the Chief Executive Officer of The Dow Chemical Company (a specialty chemical, advanced materials, agrosciences and plastics manufacturer) until her retirement in early 2015. Prior to her special advisor role, she served as Dow’s Executive Vice President of Manufacturing and Engineering, Supply Chain and Environmental, Health & Safety Operations. During Ms. Williams’ 34 year history at Dow, she assumed increasingly more significant management positions in research and development before becoming operations leader and then Vice President for the global chlor-alkali assets business. She was named Senior Vice President of Basic Chemicals in 2009 and President of Chemicals & Energy in 2010. Ms. Williams earned a bachelor’s degree in chemical engineering from Carnegie Mellon University. She is the independent chairman and serves on the Board of Directors and the Nominating/Governance Committee of Owens-Illinois Inc. (a leading producer of high quality glass packaging). Ms. Williams is also a member of the Engineering Advisory Board and Energy Futures Institute Presidential Consultation Committee for Carnegie Mellon University. From 2012 through June 2015, she was on the Board of Directors of Zep, Inc. (a supplier of industrial cleaning materials). Olin director since October 2015; member of the Compensation Committee and the Directors and Corporate Governance Committee. Ms. Williams’ extensive management expertise from manufacturing to purchasing to supply chain as well as her substantial experience in research and development provides her with valuable knowledge of the chemicals industry.expertise.

CORPORATE GOVERNANCE MATTERS

How Many Meetings Did Board Members Attend?

During 2016,2017, the board held nineeight meetings. As part of each regularly scheduled board meeting, thenon-executivenon-employee directors met in executive session. In 2016,2017, all directors attended over 90%94% of the meetings of the board and committees of the board on which they served. In addition, all directors haveeach director attended over 85%89% of the meetings of the board and committees of the board on which theyhe or she served during their period of service. All of our directors attended the 20162017 annual meeting. Our policy regarding directors’ attendance at the annual meeting is that they are required to attend, absent serious extenuating circumstances.

Which Board Members Are Independent?

Our board has determined that all of its members, except Mr. Fischer, are independent in accordance with applicable New York Stock Exchange (NYSE) listing standards and applicable provisions of our Principles of Corporate Governance. In determining independence, the board confirms that a director has no relationship with Olin that violates the “bright line” independence standards under the NYSE listing standards. The board also reviews whether a director has any other material relationship with Olin, after consideration of all relevant facts and circumstances. In assessing the materiality of a director’s relationship to Olin, the board considers the issues from the director’s standpoint and from the perspective of the persons or organizations with which the director has an affiliation. The board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships.

Our board of directors has adopted a bright line test for the types of de minimis transactions that do not warrant board consideration when making director independence determinations. This policy provides that the following transactions do not impair a director’s independence, and are not considered by our board in its determination of director independence:

During 2016,2017, none of ournon-employee directors had any relationship or transaction other than those which fell within the bright line standards described above.

Does Olin Have Corporate Governance Guidelines And Aand a Code Ofof Conduct?

The board has adopted Principles of Corporate Governance and a Code of Conduct. The Code of Conduct applies to our directors and all of our employees, including our chief executive officer (CEO), chief financial officer (CFO) and principal accounting officer/controller. We discuss certain provisions of these documents in more detail under the heading “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.”

Each of our three major standing board committees (Audit, Compensation and Directors and Corporate Governance) acts under a written charter adopted by the board. The committee charters can

be viewed on our website atwww.olin.com in the Governance section under Committees, available at:http://www.olin.com/Committees. The Principles of Corporate Governance and Code of Conduct can all be viewed on our website atwww.olin.com in the Governance section under Governance Documents, available at:http://www.olin.com/Governance. In addition, we will disclose on that website any amendment to, or waiver from, a provision of our Code of Conduct for our directors and executive officers, including our CEO, chief financial officer,CFO, principal accounting officer/controller or other employees performing similar functions.

Does Olin Prohibit Hedging and Pledging of Its Stock by Insiders?

Under our insider trading policy, our directors and executive officers are prohibited from engaging in any:

As of February 28, 2017,2018, no shares of our common stock were pledged by any director or executive officer.

Do Olin’s Board Andand Committees Conduct Evaluations?

As required by NYSE rules, Olin’s board of directors as well as its Audit, Compensation and Directors and Corporate Governance Committees each conduct an annual performance evaluation.

What Are Thethe Committees Of Theof the Board?

Our committees of the board are:

TheAudit Committee, which held nineeight meetings during 2016,2017, advises the board on internal and external audit matters affecting us. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the audit committee is comprised solely of directors who meet the enhanced independence standards for audit committee members under the Securities Exchange Act of 1934 (Exchange Act) and the related rules as incorporated into the NYSE standard for independence. Its current members are: Philip J. Schulz, Chair,William H. Weideman (Chair), Gray G. Benoist, Randall W. Larrimore, John M. B. O’Connor, Richard M. Rompala and William H. Weideman.Earl L. Shipp. The board has determined that Mr. SchulzWeideman meets the SEC definition of an “audit committee financial expert,” and that each of the members of the audit committee is financially literate, as such term is interpreted by the board in its business judgment. The audit committee:

·

reviews our annual audited and quarterly unaudited financial statements and management’s discussion and analysis of financial condition and operations in our annual reports onForm10-K and quarterly reports onForm 10-Qs10-Q before filing or distribution;

TheCompensation Committee, which held six meetings during 2016,2017, sets policy,policies, develops and monitors strategies for, and administers, the programs that are used to compensate the CEO and other senior executives. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the compensation committee is comprised solely of directors who meet the NYSE standard for independence. Its members are: Richard M. Rompala Chair,(Chair), Donald W. Bogus, C. Robert Bunch, Randall W. Larrimore, Vincent J. Smith and Carol A. Williams. The compensation committee:

·

reviews and discusses our Compensation Discussion and Analysis with management and, based on that review, makes a recommendation to the board of directors regarding inclusion of the Compensation Discussion and Analysis in our annual proxy statement or annual report on Form10-K filed with the SEC; and

TheDirectors and Corporate Governance Committee, which held fivefour meetings during 2016,2017, assists the board in fulfilling its responsibility to our shareholders relating to the selection and nomination of officers and directors. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the directors and corporate governance committee is comprised solely of directors who meet the NYSE standard for independence. Its members are: Randall W. Larrimore Chair,(Chair), Gray G. Benoist, Donald W. Bogus, C. Robert Bunch, John M. B. O’Connor, Richard M. Rompala, Philip J. Schulz,Earl L. Shipp, Vincent J. Smith, William H. Weideman and Carol A. Williams. The directors and corporate governance committee:

TheExecutive Committee meets as needed in accordance with ourOlin’s Bylaws. Between meetings of the board, the executive committee may exercise all the power and authority of the board (including authority and power over our financial affairs) except for matters reserved to the full board by Virginia law and matters for which the board gives specific directions. During 2016,2017, this committee held no meetings. The executive committee members are: Joseph D. Rupp, Chair,John E. Fischer (Chair), Randall W. Larrimore, Richard M. Rompala and Philip J. Schulz.William H. Weideman.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee during 20162017 (Messrs. Bogus, Bunch, Larrimore, Rompala and Smith and Ms. Williams):

None of our executive officers:

What Is Olin’s Director Nomination Process?

Our directors and corporate governance committee acts as our nominating committee. As a policy, the committee considers any director candidates suggested by shareholders if we receive the appropriate information in a timely manner. Our Principles of Corporate Governance provide that the board chair, CEO, lead director, other directors, employees and shareholders may recommend director nominees to the committee. The committee uses the same process to review and evaluate all potential director nominees, regardless of who recommends the candidate. The committee reviews and evaluates each nominee and the committee chair, the board chair, CEO and lead director interview the potential new board candidates selected by the committee. The interview results, along with the committee’s recommended nominees, are submitted to the full board.

Our Principles of Corporate Governance describe criteria for new board members to include recognized achievement plus skills such as a special understanding or ability to contribute to some aspect of Olin’s business. The committee is tasked with seeking board members with the personal qualities and experience that taken together will ensure a strong board of directors. Although we have no formal policy on diversity for board members, our Principles of Corporate Governance provide that racial, ethnic and gender diversity are important factors in assessing potential board members, but not at the expense ofin addition to particular qualifications and experience required to meet the needs of the board. Furthermore, as part of the committee’s review of board composition, the board considers diversity of experience and background in an effort to ensure that the composition of our directors ensures a strong and effective board. Our Principles of Corporate Governance cite strength of character, an inquiring and independent mind, practical wisdom and mature judgment as among the principal qualities of an effective director.

This year, we have threefour nominees standing for election orre-election.

A shareholder can suggest a person for nomination as a director by providing the name and address of the candidate, and a detailed description of his or her experience and other qualifications for the position, in writing addressed to the board of directors in care of the Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA. The notice may be sent at any time, but for a candidate to be considered by the committee as a nominee for an annual meeting, we must

receive the written information at least 150 days before the anniversary of the date of the prior year’s proxy statement. For example, for candidates to be considered for nomination by the committee at the 20182019 annual meeting, we must receive the information from shareholders on or before October 11, 2017.12, 2018.

In addition to shareholders proposing candidates for consideration by the committee, Olin’s Bylaws allow shareholders to directly nominate individuals at the annual meeting for election to the board by delivering a written notice as described under the heading “MISCELLANEOUS—How can I directly nominate a director for election to the board at the 20182019 annual meeting?” on page 6.7. Although a shareholder may directly nominate an individual for election as a director, the board is not required to include such nominee in the proxy statement.

What Is Yourthe Board Leadership Structure?

Our Principles of Corporate Governance state that our board may select either a combined CEO board chair coupled with a lead director or appoint a board chair who does not also serve as CEO. Currently, Mr. Fischer serves as our combined CEO and chairman of the board, positions are held by two separate individuals, and the board selected a separateMr. Rompala as our independent lead director.

The board believes that this leadership structure is best for Olin at the current time, as it appropriately balances the need for the CEO to run the company on aday-to-day basis with significant involvement and authority vested in an outside independent board member—the lead director. Our lead director assumes many functions traditionally within the purview of a chairman of the board. Under our Principles of Corporate Governance, our lead director must be independent, and is responsible for:

How Does Yourthe Board Oversee Olin’s Risk Management Process?

Our board is responsible for oversight of Olin’s risk assessment and management process. The board delegated to the compensation committee basic responsibility for oversight of management’s

compensation risk assessment, and that committee reports to the board on its review. Our board also delegated tasks related to risk process oversight to our audit committee, which reports the results of its review process to the board. The audit committee’s process includes:

In addition to the reports from the audit and compensation committees, our board periodically discusses risk oversight, including as part of its annual detailed corporate strategy review.

Messrs. Frank M. O’Brien, our Vice President, Internal Audit, and Brian J. Clucas, our Vice President, Global Internal Audit, reportreports directly to our audit committee and havehas direct and unrestricted access to that committee. Todd A. Slater, our Vice President and Chief Financial Officer (CFO),CFO, oversees our ERM process and fulfills the responsibilities of a chief risk officer. Mr. Slater reports to our CEO, but has direct access to our audit committee chair. Messrs. Slater O’Brien and Clucas, individually or with other members of our management team, periodically meet in executive session with the audit committee.

REPORT OF THE AUDIT COMMITTEE

The audit committee’s primary responsibility is to assist the board in its oversight of the integrity of the Corporation’s financial reporting process and systems of internal control, to evaluate the independence and performance of the Corporation’s independent registered public accounting firm, KPMG LLP, and internal audit functions and to encourage private communication between the audit committee and KPMG and the internal auditors.

The committee held nineeight meetings during the year. During the second half of 2016,2017, the audit committee also completed a self-assessment.

In discharging its responsibility, the audit committee reviewed and discussed the audited financial statements for fiscal year 20162017 with management and KPMG, including the matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standard No.1301,Communications with Audit Committees.

In addition, the audit committee has received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with the audit committee concerning independence. The audit committee discussed with KPMG the issue of its independence from Olin and reviewed KPMG’s reports on the firm’s quality review procedures and findings, results of peer reviews and investigations and inquiries, including corrective actions taken. The audit committee also negotiated the hiring of KPMG for the 20162017 audit andpre-approved all fees which SEC rules require the committee to approve to ensure that the work performed was permissible under applicable standards and would not impair KPMG’s independence.

Based on the audit committee’s discussions with management and KPMG and the audit committee’s review of KPMG’s written report and the other materials discussed above, the audit committee recommended that the board of directors include the audited consolidated financial statements in Olin’s Annual Report on Form10-K for the year ended December 31, 2016,2017, to be filed with the SEC.

February 22, 201715, 2018

Philip J. Schulz,William H. Weideman, Chair

Gray G. Benoist

Randall W. Larrimore

John M. B. O’Connor

Richard M. Rompala

William H. WeidemanEarl L. Shipp

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

How much stock is beneficially owned by each director, director nominee and by the named executive officers in the Summary Compensation Table?

This table shows how many shares of our common stock certain persons beneficially owned on January 15, 2017.2018. Those persons include each director, director nominee, each named executive officer (NEO) in the Summary Compensation Table on page 46,45, and all directors and executive officers as a group. A person has “beneficial ownership” of shares if the person has voting or investment power over the shares or the right to acquire such power within 60 days. “Investment power” means the power to direct the sale or other disposition of the shares. Each person has sole voting and investment power over the number of shares listed, except as noted in the following table.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Principles of Corporate Governance and our Code of Conduct include policies and procedures requiringpre-approval of certain transactions involving our directors and employees and their family members and affiliated organizations if Olin is a direct or indirect participant. The policies define “family member” to mean a spouse, child, sibling, stepchild, parent, stepparent, mother-, father-,son-, daughter-, brother- or sister-in-law, or any other person living with the individual (except tenants and household employees). Affiliated organizations include those entities where the individual or family member serves as a director, executive officer or holder of five percent5% or more of the equity interests.

Our Principles of Corporate Governance require the directors and corporate governance committee (or, if that committee determines it is appropriate, the board) topre-approve the following transactions with directors, family members and affiliated organizations:

Our Principles of Corporate Governance require our directors and corporate governance committee topre-approve service by any senior executive (our CEO and other Section 16 officers) on the board of another public company or on the board of any private company that would represent a material commitment of time. In addition, our Code of Conduct and related Corporate Policy Statements require the approval of the board of directors before an officer may serve as a director or provide services to another organization (as an officer, employee, consultant, etc.). Any such service by other employees must bepre-approved by our CEO, if the potential for a conflict of interest exists. These provisions also prohibit any employee or family member from having any direct or indirect interest in, or any involvement with or obligation to, any business organization (including anynon-profit entity to which Olin makes contributions) which does or seeks to do business with Olin, or any Olin competitor, withoutpre-approval from the employee’s department head.

In grantingpre-approval, the directors and corporate governance committee, board members and management focus on the best interests of Olin.

In addition to thepre-approval process described above, our Code of Conduct and related Corporate Policy Statements prohibit any director or employee from engaging in a transaction that might conflict with the best interests of Olin.

SECTION 16(a) BENEFICIAL

OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC, and these persons must furnish us with copies of the forms they file. Officers, directors and 10% beneficial owners complied with Section 16(a) filing requirements in 2016.2017, except as described below.

Due to an internal miscommunication, one of our officers, Mr. O’Keefe, filed one late Form 4 relating to an option exercise and sale of Olin common stock on March 1, 2017. The transaction was reported on a Form 4 which was due on March 3, 2017, but which was filed with the SEC on January 8, 2018.

EXECUTIVE OFFICERS

The below table sets forth information regarding our executive officers as of February 28, 2017:2018:

No family relationship exists between any of the above NEOs or our directors. Such officers were elected to serve, subject to the Bylaws, until their respective successors are chosen.

All executive officers, except Messrs. Blanchard, Dawson, O’Keefe,Flaugher, Sampson and Varilek and Ms.Mses. Sumner and Vermillion, have served as executive officers of Olin for more than five years, and Mr. O’KeefeFlaugher and Ms.Mses. Sumner and Vermillion have been employed by Olin for over five years.

All executive officers who have been with Olin for over five years, except Messrs. Fischer, McIntosh, O’Keefe and Slater and Ms.Mses. Sumner and Vermillion, have served in their current position for more than five years.

Eric A. Blanchard was appointed Vice President, General Counsel and Secretary effective March 6, 2017. From 2006 through March 1, 2017, he served as Senior Vice President, General

Counsel and Secretary at Essendant Inc. From 2002 through 2006, he served as Vice President, General Counsel and Corporate Secretary at Tennant Company. From 1999 through 2002, he served as President of Dairy Group; from 1993 through 1999, he served as Vice President, Secretary and Chief Legal Counsel; and from 1986 through 1993, he served as General Counsel and Corporate Secretary, all at Dean Foods Company. From 1981 through 1986, he was an associate attorney at Schiff Hardin & Waite.

Pat D. Dawson was appointed Executive Vice President and President, Epoxy & International effective October 5, 2015. From July 2013 through October 4, 2015, he was Senior Vice President, Epoxy and Corporate Project Development; from September 2009 to July 2013, he served as the President of Dow Asia Pacific; and from January 2004 to September 2009, he served as Group President for the Polyurethanes Business, all at Dow.The Dow Chemical Company, now known as DowDupont. His career began at Dow in 1980 at Dow.1980.

John E. Fischer became Chairman, President and CEO effective April 27, 2017. From May 1, 2016. From2016 to April 26, 2017, he served as President and CEO; from May 2014 to April 30, 2016, he served as President and Chief Operating Officer; from October 2010 until May 2014, he

served as Senior Vice President and CFO; from May 2005 to October 2010, he served as Vice President and CFO; and from June 2004 until May 2005, he served as Vice President, Finance and Controller, all at Olin.

Brett A. Flaugher was appointed to the position of President, Winchester Ammunition in October 2016. From January 2003 until September 2016, he served as Vice President, Marketing & Sales at Winchester. He joined Olin in 1986 as a Sales Representative in the Winchester Ammunition Division for the Texas and Oklahoma area and held a number of positions of increasing responsibility within Winchester’s sales and marketing department.

John L. McIntosh was appointed as Executive Vice President Synergies and Systems effective January 1, 2017. From October 5, 2015 until December 31, 2016, he served as Executive Vice President, Chemicals and Ammunition; from May 2014 until October 4, 2015, he served as Senior Vice President, Chemicals; from January 2011 until April 2014, he served as Senior Vice President, Operations; and from October 2010 until December 2010, he served as Senior Vice President, Chemicals, all at Olin.

Thomas J. O’Keefe was appointed Senior Vice President, Ammunition oneffective October 14, 2016. From January 2011 until October 13, 2016, he served as Vice President of Olin and President, Winchester; from 2010 to 2011, he served as President, Winchester; from 2008 to 2010, he served as Vice President, Operations and Planning; and from 2006 to 2008, he was Vice President, Manufacturing Operations, in each case, at Winchester. From 2001 to 2006, he was Vice President, Manufacturing and Engineering for Olin’s former Brass Division.

John M. Sampson was appointed Vice President and Senior Vice President, Business Operations effective October 14, 2016. From October 5, 2015 until October 13, 2016, he served as Vice President of Olin and Vice President, Manufacturing and Engineering, Chlor Alkali Products & Vinyls/Epoxy; from October 5, 2015 to October 2016, he served as Vice President of Olin and Vice President, Manufacturing and Engineering, Chlor Alkali Vinyls, Epoxy and Global Chlorinated Organics. From February 2014 to October 2015, he served as Vice President, Dow Chlorine Products Operations; from November 2012 to February 2014, he served as Vice President of Environmental, Health, & Safety Operations; from 2011 to 2012, he served as Manufacturing Vice President for Chemicals & Energy; and from 2007 to 2011, he served as Global Business Director for Chlor-Alkali, all at Dow.The Dow Chemical Company, now known as DowDupont. His career began at Dow, in 1983.

Todd A. Slater was appointed Vice President and CFO effective May 4, 2014. From October 2010 until May 3, 2014, he served as Vice President, Finance and Controller; and from May 2005 until September 2010, he served as Vice President and Controller, all at Olin.

Randee N. Sumner was appointed Vice President and Controller effective May 4, 2014. From December 2012 until May 3, 2014, she served as Division Financial Officer for Chemical Distribution. From 2010 until December 2012, she served as Assistant Controller; from 2008 to 2010, she served as Director, Corporate Accounting and Financial Reporting; and from 2006 to 2008, she served as Manager, Corporate Accounting and Financial Reporting, all at Olin.

James A. Varilek was appointed Executive Vice President and President, Chlor Alkali Vinyls and Services effective October 5, 2015. In November 2013, he was named President of the U.S. Chlor Alkali & Vinyl Business and in March 2015, he assumed additional responsibilities as Chief Operating Officer of Dow Chlorine Products; from December 2010 to November 2013, he was Business Vice President for the Dow Services Business, adding Vice President for Procurement in July 2013; from November 2008 to December 2010, he was Vice President for Business Services, Advanced Materials Division; and from February 2006 to November 2008, he was Vice President of Global Supply Chain, all at Dow.The Dow Chemical Company, now known as DowDupont. His career began at Dow in 1982.

Teresa M. Vermillion was appointed Vice President and Treasurer effective February 1, 2018. From October 1, 2015 through January 2018, she served as Vice President Tax; and from July 2010 through September 2015, she served as Director, Tax Planning and Financial Analysis, all at Olin. Prior to that, she was a Senior Tax Manager at Ernst & Young.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (CD&A) describes, in detail, our executive compensation philosophy and the compensation programs in which our senior executive team participates. The CD&A explains the decisions the compensation committee of our board of directors (committee) made under those programs in 2016,2017, and the factors it considered in making those decisions. The CD&A focuses on the compensation paid to our NEOs as they are determined under SEC rules. Our NEOs for 20162017 were:

Mr. Fischer succeeded Mr. Rupp as CEO, effective May 1, 2016, while Mr. Rupp remained aswas named Chairman of the Board throughon April 27, 2017.2017, succeeding Joseph D. Rupp.

In October 2015, we acquired the U.S. chlor alkali and vinyl, global chlorinated organics and global epoxy business (the Acquisition) of The Dow Chemical Company (Dow). The Acquisition triggered change in control provisions in four of our nonqualified pension and deferred compensation plans (the NQ Plans). We were unable to amend those provisions, which had been in effect for more than 30 years, because of the deferred compensation rules under Section 409A of the Internal Revenue Code (the Code). As a result, in 2015, we were required to pay out all benefits previously accrued under the NQ Plans (the Required NQ Plan Payments). These payments are reflected in the “All Other Compensation” column in the Summary Compensation Table.

Compensation Best Practices

To enhance investor understanding of our compensation decision making, we summarize below certain executive compensation practices we have implemented to reinforce our objectives and drive Olin performance. We also identify practices we have not implemented because we do not believe they would serve our shareholders’ long-term interests.

We align executive compensation with the interests of our shareholders				•       Pay for Performance by Ensuring that Executive Compensation is Largely Contingent on Results (pages 29-30)30-31)   •       Target Compensation Expenditures to the Midpoint of Market Practices (page 35)   •       Updated Performance Share Program correlates 100% of these awards with Relative Total Shareholder Return and Net Income (pages 41)39-41)   •       Require Double-Triggers for Payments under Agreements with Executives and Early Vesting of Stock Option and Stock Awards on Change in Control (page 62)
We design our executive compensation programs to foster sustainable growth without excessive risk taking				•       Impose Robust Share Ownership Guidelines (page 45)   •       Maintain a Clawback Policy (page 42)   •       Regularly Assess the Risk Inherent in Our Compensation Policies and Programs (page 44) 43)
We adhere to the best practices in executive compensation				•       Utilize an Independent Compensation Consulting Firm, which Provides No Other Services to Olin (page 31)32)   •       Offer Change in Control Protection under Equity Plans and Agreements that Complies with Prevailing Good Governance Standards, Including No Excise TaxGross-Up (page 62)66)   •       Permit No Repricing of Underwater Stock Options   •       Exclude the Value of Equity Awards in Pension or Severance Calculations   •       Extend No Perquisites for NEOs, except $868$910 excess liability insurance premium

At the 20162017 annual meeting of our shareholders, we held an advisory vote on executive compensation. Approximately 97.4%98.4% of the shares voted were cast in support of our 20162017 executive compensation and related disclosures. The committee viewed the results of this vote as general broad shareholder support for our executive compensation program. While we made no changes to our executive compensation program as a result of that vote, our committee continuously evaluates our executive compensation program and makes changes to respond to market trends and other relevant factors.

Pay for Performance

We understand that there are different ways to view “pay for performance.” In the following sections, we highlight how the committee thinks about executive pay and Olin performance, and why we believe our executive compensation programs are appropriately aligned with results that benefit our investors.

Compensation Program Construction

Our executive compensation program is designed to align with the long-term interests of our shareholders, to reward employees for producing sustainable growth, and to attract and retain the world-class talent that will ensure we succeed. The committee strongly believes that these objectives will be fulfilled if executive compensation—pay opportunities and pay actually realized—is tied to Olin’s results. The committee measures Olin performance in two primary ways for purposes of establishing executive compensation:

By tying our executives’ pay to Olin’s actual results, our compensation programs (i) align our executives’ interests with those of our shareholders and (ii) induce our management team to achieve our most important goals.

Our total direct compensation package comprises three elements:

Each NEO has a target total compensation opportunity that is reviewed annually by the committee to ensure its alignment with Olin’spay-for-performance objectives. As the following chart shows, 72%84% of the target annual direct compensation of our current CEO and 76%72% of the target annual direct compensation for the other NEOs (including Mr. Rupp) varies with our financial results and our stock price performance:

20162017 Results

Olin delivered major accomplishments in 2016:2017:

The Compensation Committee

The committee is the body primarily responsible for overseeing compensation to our senior officers. Our committee consists of directors who are independent under the NYSE listing criteria. The committee establishes total compensation opportunities (and each of the individual elements) for the CEO, and approves compensation for the other executive officers, including the NEOs, based on recommendations by the CEO.

To assist in performing its duties, the committee engages Exequity LLP (Exequity), an independent board and management advisory firm. In engaging Exequity, the committee considered a number of factors in assessing Exequity’s independence, including the fact that Exequity performs no other work for Olin, that none of Exequity’s consultants owns stock in Olin, that Exequity’s consultants have no other business interests with any Olin officer or director, and the fees that Exequity receives for services rendered to Olin rest below a maximum permissible level. In the past several years, the committee discussed its compensation philosophy with Exequity, but otherwise did not impose any specific limitations or constraints on, or otherwise direct, the manner in which Exequity performed its advisory services.

As advisor to the committee, Exequity reviewed the total compensation strategy and pay levels for our NEOs, examined all aspects of our executive compensation programs to ensure their ongoing support of our business strategy, informed the committee of developing legal and regulatory considerations affecting executive compensation and benefit programs, and provided general advice to the committee on all compensation decisions pertaining to the CEO and to all senior executive compensation recommendations submitted by management. The committee routinely meets in executive session (without the CEO or other officers present). As appropriate, Exequity attends some of those executive sessions. In addition to the committee’s retention of Exequity, Olin periodically retains one or more other compensation consulting firms to provide general services, such as actuarial services for pension plans.

Benchmarking

In designing and implementing our executive compensation programs, it has been the committee’s practice to review compensation data from a peer group that weis adjusted periodically in consultation with Exequity. We refer to this group as the “comparator group.” In 2016, the comparator group comprised the following 14 chemicals manufacturing companies with median revenues of $7.135 billion:

We believe the comparator group described above best reflected the changesFor awards made in our size and business as a result of the Acquisition in October 2015. For 2017, the comparator group will bewas composed of the 19 chemical companies listed below, with median revenues of $4.4 billion:

For 2018, American Air Liquide Inc., Cabot Microelectronics Corporation, Calgon Carbon Corporation, FMC Corporation, Lyondellbasell Industries Inc., PPG Industries, Inc., Sabic Innovative Plastics US LLC and W. R. Grace & Co. were added to the 2017 comparator group. In future years, the committee intends to continue the practice of evaluating the comparator group and making adjustments as appropriate. For example, in 2018, DowDupont (the combination of The Dow Chemical Company and E.I. du Pont de Nemours and Company) will not be included in the comparator group due to its revenue size and The Valspar Corporation will not be included in the comparator group as it is no longer a separate reporting company, since its acquisition by The Sherwin-Williams Company.

What We Pay and Why: Elements of Compensation

We extend to our executives three elements of total direct compensation: base salary; annual incentive (SMICP/MICP); and long-term equity awards, plus a limited number of benefits that commonly are available to senior management at other companies of similar stature. The chart below illustrates that 76%81% of the 20162017 total direct compensation of our NEOs was tied to Olin performance.

Total Direct Compensation

Elements of Total Compensation

Below are the primary elements of our executive compensation, together with relevant information about each element:

Compensation Element		Purpose		Factors Used to Determine Amount
Long-Term Incentive Award		·   Ties compensation to investor returns ·   Motivates executives to achieve long-range goals that benefit shareholders ·   Aligns financial interests of executives and shareholders		·   Performance share payouts for executive officers based on our performance on key metrics compared to the Performance Share Comparison Group (as defined below) ·   Level of target awards for each NEO based on practices of comparator group
Retirement and Severance Benefits		·   Retention of key executives ·   Ensures that managers are personally indifferent to the outcome of a transaction in a change in control situation		·   Programs offered by competitors ·   Employee’s length of service (for defined benefits, which were frozen on 12/31/07 for Olin plans and 10/5/15 for Dow plans, although Dow plans continue to accrue interest) ·   Salary and cash incentive

The committee determines the total target direct compensation level for the CEO, as well as the appropriate mix of the compensation elements, based on prevailing practices in the comparator group. The CEO relies on comparator group standards to recommend, for the committee’s review and approval, the target levels and mix of elements for the balance of our executive officers. Although the committee is not bound to mirror the comparator group standards when it makes decisions on

compensation levels and the mix of elements, the committee generally relies heavily on the identified competitive norms to ensure that we can compete for executive talent. The committee also reviews the relationship between the CEO’s compensation and the compensation for the other NEOs. In connection with establishing 20162017 compensation, the committee determined that internal pay relationships were appropriate in light of the committee’s understanding of the typical pay relationships at other companies.

As a guideline, the committee intends that the base salaries, total cash compensation (salary and annual cash incentive), and total compensation opportunities (total cash compensation plus the grant date value of long-term incentive awards) extended to our NEOs as a group approximate the market median of the comparator group practices. The committee believes that managing total target pay to the market median for the comparator group allows us to attract, motivate, and retain the quality executive talent Olin needs. Pay levels for any individual NEO, however, may be below or above the market median of the comparator group for that executive’s particular role.

The chart below shows how our 20162017 NEO compensation (excluding our former CEO, Mr. Rupp) targeted the median compensation for the comparator group.

Our general practice for an executive who is new in his/her position is to establish compensation opportunities below the market, and to increase them to market level over several years, assuming that performance warrants such increases. Other material increases in compensation generally relate to promotions or added responsibilities.

Salary

The committee normally adjusts NEO salaries annually in respect of merit, promotion or change in role and changes in market rates for the job. No increase in base salary is automatic or guaranteed. When warranted by cash flow or other considerations, the frequency of adjustmentadjustments has been extended to 18 months or more, and we have frozen executive base salaries for periods of time.

Annual Cash Incentive(Non-equity Incentive Plan Compensation)

TheFor the past several years, including in 2017, the NEOs participateparticipated in the Senior Management Incentive Compensation Plan, or SMICP, an incentive plan approved by our shareholders. The SMICP provides the NEOs with annual cash incentive opportunities comparable to the terms and conditions for cash bonus awards to our other executives (who participate in our Management Incentive Compensation Plan, or MICP). UsingUse of the SMICP for these NEOs iswas intended to allow us to deduct payments to those individuals subject to the deduction limits of Code Section 162(m) of the Internal Revenue Code (Code), although the committee reserves the right to make payments that would not be deductible if it determines that doing so would be in our best interests.

The mechanics of the SMICP operation for 20162017 awards were as follows:

As discussed above, the committee established 6% of adjusted net income as the maximum pool for all awards under the SMICP and the MICP for 20162017 performance. Our adjusted 20162017 net income was $100.7$157.3 million, creating an aggregate pool for awards under the SMICP and the MICP of $6.0$9.4 million. Total actual payouts under both the SMICP and the MICP plans were $5.49$6.348 million, or 91.5%67.53% of the available pool. For 2016,2017, in calculating Adjusted EPS used to determine adjusted 20162017 net income, we excluded the effect of the following special charges, gains and losses (which were reflected in our 20162017 net income): (i) restructuring charges of $111.3$32.5 million, including $76.7 million ofnon-cash impairment charges for equipment and facilities, (ii) $9$12.8 million of income tax expense related to early payouts in 2015 under nonqualified pension plans triggered by the Acquisition, andacquisition-related integration costs, (iii) $6$5.3 million of insurance recoveries.information technology costs, (iv) $54.7 million as a result of Hurricane Harvey, representing incremental costs to continue operations and unabsorbed fixed manufacturing costs, as well as reduced profits from lost sales, and (v) $3.3 million of gain on the sale of a former manufacturing facility.

The following table illustrates the portion of each NEO’s cash incentive based on corporate and division financial targets and corporate and divisionnon-financial objectives: