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): April 27, 2017
OLIN CORPORATION
(Exact name of registrant as specified in its charter)
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| Virginia | 1-1070 | 13-1872319 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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190 Carondelet Plaza, Suite 1530 Clayton, MO (Address of principal executive offices) | 63105 (Zip Code) |
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(314) 480-1400 (Registrant's telephone number, including area code) |
(Former name or former address, if changed since last report)
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| 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 (see General Instruction A.2. below): |
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| o | Emerging growth company |
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| o | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 23, 2017, the Board of Directors (the Board) of Olin Corporation (Registrant) approved an amendment to Article II, Section 1 of Registrant’s Bylaws with such amendment to be effective April 27, 2017, to decrease the size of the Board from twelve to ten directors.
A copy of the amended Bylaws is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
a. and b.
Registrant’s 2017 Annual Shareholders Meeting was held on April 27, 2017. Of the 165,614,787 shares of Common Stock entitled to vote at such meeting, 158,453,784.101 shares were present for purposes of a quorum. The voting results for each of the four proposals submitted for vote by Registrant’s shareholders are set forth below.
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| | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
| Proposal 1 - Election of Directors | | | | | | | | |
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| Gray G. Benoist | 142,779,392.182 | | 1,005,205.790 | | 913,239.129 | | 13,755,947 | |
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| John E. Fischer | 138,361,507.895 | | 6,114,908.701 | | 221,420.505 | | 13,755,947 | |
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| Richard M. Rompala | 143,496,039.760 | | 971,604.988 | | 230,192.353 | | 13,755,947 | |
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| Proposal 2 - Conduct an advisory vote to approve named executive officer compensation | 141,668,885.367 | | 2,328,020.118 | | 700,931.616 | | 13,755,947 | |
| | 1 Year | | 2 Years | | 3 Years | | Abstentions | Broker Non-Votes |
| Proposal 3 - Conduct an advisory vote on the frequency of a shareholder vote on executive compensation | 119,030,695.345 | | 649,570.422 | | 24,539,446.120 | | 478,125.214 | 13,755,947 |
| | Votes For | | Votes Against | | Abstentions | | | |
| Proposal 4 - Ratification of appointment of KPMG, LLP as the Corporation’s independent registered public accounting firm for 2017 | 156,991,873.701 | | 1,132,538.924 | | 329,371.476 | | | |
c. and d.
Not applicable.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibit No. | Exhibit |
| 3.1 | Bylaws amended effective as of April 27, 2017. |
SIGNATURE
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.
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| | OLIN CORPORATION
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| | By: | /s/ Eric A. Blanchard |
| | | Name: | Eric A. Blanchard |
| | | Title: | Vice President, General Counsel and Secretary |
Date: May 2, 2017
EXHIBIT INDEX
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| Exhibit No. | Exhibit |
| 3.1 | Bylaws amended effective as of April 27, 2017. |
