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EX-10.1 - OLIN CORPORATION 2014 LONG TERM INCENTIVE PLAN - OLIN Corpa2014ltip.htm

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 24, 2014


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
(Address of principal executive offices)
63105-3443
(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))




Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

e.

On April 24, 2014, Olin Corporation’s shareholders approved the Olin Corporation 2014 Long Term Incentive Plan (2014 LTIP) at the Company’s Annual Shareholders Meeting (ASM). The 2014 LTIP is effective immediately. The material terms of the 2014 LTIP were previously reported in the Company’s Proxy Statement dated March 11, 2014 (Proxy Statement), under the caption “Item 2: Proposal to Approve 2014 Long Term Incentive Plan and Approve Performance Measures Pursuant to Section 162(m) of the Internal Revenue Code.” The 2014 LTIP authorizes the Compensation Committee of Olin Corporation’s Board of Directors to grant to officers and other key employees stock options and other equity compensation as more fully described and summarized in the Proxy Statement.

Attached as Exhibit 10.1 and incorporated herein by reference is the 2014 LTIP, which was also filed as Appendix A to the Proxy Statement.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

a. and b.

The Company’s 2014 ASM was held on April 24, 2014.  Of the 79,169,858 shares of Common Stock entitled to vote at such meeting, 71,707,929 shares were present for purposes of a quorum. The voting results for each of the five proposals submitted for vote by the shareholders are set forth below.




 
Votes
For
 
Votes Against
 
Abstentions
 
Broker Non-
Votes
Proposal 1 – Three Class II Directors were elected at the meeting, for a term of three years, as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gray G. Benoist
58,660,264
 
851,718
 
295,196
 
11,900,751
 
 
 
 
 
 
 
 
Richard M. Rompala
58,926,570
 
635,354
 
245,254
 
11,900,751
 
 
 
 
 
 
 
 
Joseph D. Rupp
58,990,775
 
572,588
 
243,815
 
11,900,751
 
 
 
 
 
 
 
 
Proposal 2 – Approval of 2014 Long Term Incentive Plan, including the approval of performance measures pursuant to Section 162(m) of the Internal Revenue Code
55,251,067
 
4,149,894
 
405,917
 
11,901,051
 
 
 
 
 
 
 
 
Proposal 3 – Conduct an advisory vote to approve the compensation for named executive officers
57,428,033
 
1,593,676
 
785,469
 
11,900,751
 
 
 
 
 
 
 
 
Proposal 4 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2014
70,833,693
 
627,175
 
247,061
 
Not
applicable.
 
 
 
 
 
 
 
 
Proposal 5 – Shareholder Proposal regarding disclosure of lobbying and political spending
23,484,822
 
33,830,752
 
2,491,504
 
11,901,051

c. and d.

Not applicable.




Item 9.01.    Financial Statements and Exhibits.

Exhibit No.
Exhibit
10.1
Olin Corporation 2014 Long Term Incentive Plan.



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.

 
OLIN CORPORATION



 
By:
/s/ George H. Pain
 
 
Name:
George H. Pain
 
 
Title:
Senior Vice President, General Counsel and Secretary

Date: April 25, 2014



EXHIBIT INDEX

Exhibit No.
Exhibit
10.1
Olin Corporation 2014 Long Term Incentive Plan.