Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):April 27, 2022
OLIN CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
1-1070
13-1872319
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
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)
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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
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).
☐
Emerging growth company
☐
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 5.07.
Submission of Matters to a Vote of Security Holders.
(a) and (b)
Olin’s 2022 annual meeting of shareholders was held on April 28, 2022. Of the 154,208,652 shares of Common Stock entitled to vote at such meeting, 138,087,097 shares were present for purposes of a quorum. The voting results for each of the three proposals submitted for vote by Olin’s shareholders are set forth below.
Votes For
Votes Against
Abstentions
Broker Non-Votes
Proposal 1 - Election of Directors
Heidi S. Alderman
118,427,252
1,263,543
159,804
18,236,498
Beverley A. Babcock
118,466,350
1,230,492
153,757
18,236,498
C. Robert Bunch
117,351,659
2,295,537
203,403
18,236,498
Matthew S. Darnall
118,884,646
814,857
151,096
18,236,498
Scott D. Ferguson
118,040,199
1,642,881
167,519
18,236,498
Earl L. Shipp
118,857,910
829,006
163,683
18,236,498
Scott M. Sutton
116,992,415
2,491,959
366,225
18,236,498
William H. Weideman
105,676,581
14,008,747
165,271
18,236,498
W. Anthony Will
119,316,143
380,089
154,367
18,236,498
Carol A. Williams
118,027,349
1,296,270
526,980
18,236,498
Proposal 2 - Conduct an advisory vote to approve the compensation for named executive officers
116,728,748
2,724,016
397,835
18,236,498
Votes For
Votes Against
Abstentions
Proposal 3 - Ratify the appointment of KPMG LLP as independent registered public accounting firm for 2022
134,884,013
2,959,498
243,586
(c) and (d)
Not applicable.
Item 7.01.
Regulation FD Disclosure.
On April 27, 2022, Olin Corporation’s (NYSE: OLN) Board of Directors declared a quarterly dividend of $0.20 on each share of Olin common stock. The dividend is payable on June 10, 2022 to shareholders of record at the close of business on May 10, 2022. This marks the company’s 382nd consecutive quarterly dividend.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Olin has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OLIN CORPORATION
By:
/s/ Dana O’Brien
Name:
Dana O’Brien
Title:
Senior Vice President, General Counsel and Secretary