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OLN > SEC Filings for OLN > Form 8-K on 25-Apr-2014All Recent SEC Filings

Show all filings for OLIN CORP

Form 8-K for OLIN CORP


Change in Directors or Principal Officers, Submission of Matters to a Vote of Security

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


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                                     Broker Non-
                                For       Votes Against   Abstentions       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                                                 Not
firm for 2014                70,833,693      627,175        247,061      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.

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