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 26, 2023
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 | 63105 |
| (Address of principal executive offices) | (Zip Code) |
(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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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, $1.00 par value per share | | OLN | | New York Stock Exchange |
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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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| ☐ | Emerging growth company |
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| ☐ | 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 2.02. Results of Operations and Financial Condition.
On April 27, 2023, Olin Corporation (“Olin”) issued a press release announcing financial results for the first quarter ended March 31, 2023. Attached as Exhibit 99.1, and incorporated by reference into this Item 2.02, is a copy of Olin’s press release dated April 27, 2023.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Olin’s Board of Directors approved an amendment to Article II, Section 1 of Olin’s Bylaws to decrease the size of the Board from nine to eight directors, following the completion of Ms. Heidi Alderman’s term on the Board. 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.
Olin’s 2023 annual meeting of shareholders was held on April 27, 2023. Of the 130,869,243 shares of Common Stock entitled to vote at such meeting, 121,685,258 shares were present for purposes of a quorum. The voting results for each of the four proposals submitted for vote by Olin’s shareholders are set forth below.
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| Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
| Proposal 1 - Election of Directors | | | | | | | |
| | | | | | | | | |
| Beverley A. Babcock | 105,538,517 | | 1,884,544 | | 221,084 | | 14,041,113 |
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| C. Robert Bunch | 103,547,850 | | 3,894,597 | | 201,698 | | 14,041,113 |
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| Matthew S. Darnall | 104,566,770 | | 2,885,414 | | 191,961 | | 14,041,113 |
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| Earl L. Shipp | 105,238,415 | | 2,208,067 | | 197,663 | | 14,041,113 |
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| Scott M. Sutton | 103,850,560 | | 3,558,122 | | 235,463 | | 14,041,113 |
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| William H. Weideman | 105,839,970 | | 1,571,900 | | 232,275 | | 14,041,113 |
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| W. Anthony Will | 104,142,130 | | 5,282,647 | | 219,368 | | 14,041,113 |
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| Carol A. Williams | 102,545,243 | | 4,686,978 | | 411,924 | | 14,041,113 |
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| Proposal 2 - Conduct an advisory vote to approve the compensation for named executive officers | 102,545,243 | | 4,686,978 | | 411,924 | | 14,041,113 |
| One Year | | Two Years | | Three Years | | Abstentions | | Broker
Non-Votes |
| Proposal 3 - Conduct an advisory vote on the frequency of a shareholder vote on executive compensation | 102,190,775 | | 421,469 | | 4,737,746 | | 294,156 | | 14,041,113 |
| Votes For | | Votes Against | | Abstentions | | |
| Proposal 4 - Ratification of appointment of KPMG LLP as independent registered public accounting firm for 2023 | 118,889,786 | | 2,523,360 | | 272,112 | | |
Item 7.01. Regulation FD Disclosure.
On April 26, 2023, Olin’s Board of Directors declared a quarterly dividend of $0.20 on each share of Olin common stock. The dividend is payable on June 9, 2023 to shareholders of record at the close of business on May 11, 2023. This marks Olin’s 386th consecutive quarterly dividend.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibit No. | Exhibit |
| 3.1 | |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
| By: | /s/ Dana O’Brien |
| | Name: | Dana O’Brien |
| | Title: | Senior Vice President, General Counsel and Secretary |
Date: April 27, 2023
