Document

DEF 14A 1 proxy2022.htm DEF 14A 2022 PROXY STATEMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

OLIN CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒	No fee required.

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☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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190 CARONDELET PLAZA, SUITE 1530, CLAYTON, MISSOURI 63105 USA

March 18, 2022

Dear Olin Corporation (Olin) Shareholder:

We cordially invite you to attend our 2022 annual meeting of shareholders (annual meeting) on April 28, 2022.

This booklet includes the notice of the annual meeting and proxy statement, which describe the business we will conduct at the annual meeting and provides information about Olin that you should consider when you vote your shares. We have not planned a communications segment or any presentations for the 2022 annual meeting.

Whether or not you plan to attend, it is important that your shares are represented and voted at the annual meeting. If you do not plan to attend the annual meeting, you may vote your shares online, by telephone or if you received paper copies of our proxy materials by completing and returning a proxy card in the postage paid envelope provided. Even if you plan on attending the annual meeting in person, we encourage you to vote your shares by submitting your proxy in advance of the annual meeting.

At last year’s annual meeting more than 91% of our shares were represented in person or by proxy. We hope for the same high level of representation at this year’s meeting and we urge you to vote as soon as possible.


Sincerely,

Scott Sutton
Chairman, President and Chief Executive Officer


YOUR VOTE IS IMPORTANT We urge you to promptly vote your shares online, by telephone or by completing and returning a proxy card in the postage prepaid envelope.

OLIN CORPORATION

Notice of Annual Meeting of Shareholders


Time:			8:00 a.m. (Central Daylight Time)

Date:			Thursday, April 28, 2022

Place:			Plaza in Clayton Office Tower
			190 Carondelet Plaza
			Annex Room—16th Floor
			Clayton, MO 63105 USA

Purpose:			To consider and act upon the following:
			(1)Election of ten directors, all of whom are identified in the proxy statement.
			(2) Conduct an advisory vote to approve the compensation for named executive officers.
			(3) Ratification of the appointment of the independent registered public accounting firm for 2022.
			(4) Such other business that is properly presented at the meeting.

Who May Vote:			You may vote if you were the record owner of Olin common stock at the close of business on February 28, 2022.


By Order of our Board of Directors:



Dana C. O’Brien
Secretary

Clayton, Missouri

March 18, 2022

OLIN CORPORATION

PROXY STATEMENT

____________________

TABLE OF CONTENTS


			Page
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS			1
GENERAL QUESTIONS			1
VOTING			3
MISCELLANEOUS			5
CERTAIN BENEFICIAL OWNERS			7

ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS			8
Director Nominee Composition, Skills and Experience Matrix			9
Business Experience of Nominees			10

CORPORATE GOVERNANCE MATTERS			15
How Many Meetings Did Board Members Attend?			15
Which Board Members Are Independent?			15
Does Olin Have Corporate Governance Guidelines and a Code of Conduct?			17
Does Olin Prohibit Hedging and Pledging of I ts Stock by Insiders?			17
Do Olin’s Board and Committees Conduct Evaluations?			17
What Are our Board Committees?			17
Compensation Committee Interlocks and Insider Participation			20
What Is Olin’s Director Nomination Process?			20
What Is our Board Leadership Structure?			21
How Does our Board Oversee Olin’s Risk Management Process?			21
REPORT OF OUR AUDIT COMMITTEE			22
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS			23
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			24
CORPORATE RESPONSIBILITY			25
EXECUTIVE OFFICERS			26
COMPENSATION DISCUSSION AND ANALYSIS			29
EXECUTIVE COMPENSATION			43
PAY RATIO DISCLOSURE			59
DIRECTOR COMPENSATION			60
COMPENSATION COMMITTEE REPORT			63

ITEM 2—PROPOSAL TO CONDUCT AN ADVISORY VOTE TO APPROVE THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS			63
Vote Required for Approval			63

ITEM 3—PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			64
Vote Required for Ratification			65

Proxy Statement Table of Contents

OLIN CORPORATION

PROXY STATEMENT

____________________

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 2022

Olin’s Notice of 2022 Annual Meeting of Shareholders and Proxy Statement and 2021 Annual Report on Form 10-K are available at www.proxydocs.com/OLN.

GENERAL QUESTIONS

Why did I receive a notice in the mail regarding the availability of proxy materials instead of printed copies of the proxy materials?

In accordance with rules adopted by the U.S. Securities and Exchange Commission (SEC), we may furnish proxy materials to the shareholders by providing access to these documents online instead of mailing printed copies. Unless you are a participant in the Olin Corporation Contributing Employee Ownership Plan (CEOP), you will not receive printed copies of the materials unless you request them. Instead, we mailed you the notice regarding the availability of proxy materials (notice) (unless you have previously consented to electronic delivery or already requested to receive printed copies), which describes how you may access and review all of the proxy materials online. The notice regarding the availability of proxy materials provides instructions as to how shareholders can access the proxy materials online, contains a listing of matters to be considered at the meeting, and sets forth instructions as to how shares can be voted. Shares must be voted either in person, online, by telephone, or by completing and returning a proxy card. Shares cannot be voted by marking, writing on and/or returning the notice regarding the availability of proxy materials. Any notices regarding the availability of proxy materials that are returned will not be counted as votes. Instructions for requesting a paper copy of the proxy materials are included on the notice regarding the availability of proxy materials.

This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the annual meeting, and help conserve natural resources. However, if you prefer to receive printed proxy materials via mail or receive an e-mail with links to the electronic materials, please follow the instructions included on the notice regarding the availability of proxy materials.

Why did I receive this proxy statement?

You received this proxy statement because you owned shares of Olin common stock, $1 par value per share, which we sometimes refer to as common stock or shares, at the close of business on February 28, 2022. Olin’s Board of Directors (Board) is asking you to vote at the 2022 annual meeting FOR each of our director nominees identified in Item 1, and FOR Items 2 and 3 listed in the notice of the annual meeting of shareholders. This proxy statement describes the matters on which we would like you to vote and provides information so that you can make an informed decision.

When was the notice regarding the availability of proxy materials distributed to shareholders?

We began to distribute the notice regarding the availability of proxy materials to shareholders via mail and email on or about March 18, 2022.

When was this proxy material mailed to shareholders?

We began to mail the proxy statement and form of proxy to shareholders on or about March 18, 2022.

What if I have questions?

If you have questions, please write them down and send them to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.

What will I be voting on?

You will be voting on:

Proxy Statement Table of Contents

(1)the election of ten directors identified in this proxy statement;

(2)an advisory vote to approve the compensation for named executive officers (NEOs);

(3)the ratification of the appointment of KPMG LLP (KPMG) as Olin’s independent registered public accounting firm for 2022; and

(4)any other business properly presented at the annual meeting.

Could other matters be voted on at the annual meeting?

As of March 18, 2022, the items listed in the preceding question are the only matters being considered. If any other matters are properly presented for action, the persons acting as proxies will vote the proxy in accordance with their good faith business judgment as to what is in the best interests of Olin.

How does our Board recommend I vote on the proposals?

Our Board recommends a vote FOR each of the director nominees identified in Item 1, and FOR Items 2 and 3.

What is a broker non-vote?

A broker non-vote occurs when brokers, banks or other nominees holding shares for a beneficial owner have discretionary authority to vote on “routine” matters brought before a shareholder meeting, but the beneficial owner of the shares fails to provide the broker, bank or other nominee with specific instructions on how to vote on any “non-routine” matters brought to a vote at the shareholders meeting.

Brokers, banks and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is the proposal for the ratification of the appointment of KPMG as Olin’s independent registered public accountants. A broker, bank or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. “Non-routine” matters include the election of directors and the approval, on a non-binding advisory basis, of the compensation paid to Olin’s NEOs. If you are a shareholder that holds shares through an account with a broker, bank or other nominee, please provide specific voting instructions to your broker, bank or other nominee.

Consequently, if you do not submit any voting instructions to your broker, bank or other nominee, your broker, bank or other nominee may exercise its discretion to vote your shares only on the proposal to ratify the appointment of KPMG. If you do not direct your broker, bank or other nominee as to how your shares should be voted, your shares will constitute broker non-votes on each of the other proposals. Broker non-votes will count for purposes of determining whether a quorum exists, but will not be counted as votes cast with respect to such proposals.

What do I need to do to attend the 2022 annual meeting in person?

Each attendee must bring a valid, government-issued photo ID, such as a driver’s license or passport, and verification of Olin common stock ownership. For a shareholder of record (a shareholder with a stock certificate or who holds shares in an account with our transfer agent, EQ Shareowner Services) or CEOP participant, please bring your notice of the annual meeting or the upper half of your proxy card. If you hold your shares in an account with a broker, bank or other nominee (i.e., your shares are held in street name), please bring the notice or voting instruction form you received from your broker, bank or other nominee. You may also bring your brokerage or bank account statement reflecting your Olin common stock ownership as of February 28, 2022, the record date for voting. If you hold your shares through a broker, bank or other nominee, you will not be permitted to vote at the meeting without obtaining a “legal proxy” from that nominee.

Please note that cameras, sound or video recording equipment, cellular or mobile phones, smartphones and other similar devices, as well as purses, briefcases, backpacks and packages, will not be allowed in the meeting room. No one will be admitted to the meeting once it begins.

How can I obtain directions to be able to attend the annual meeting and vote in person?

You may obtain directions to the Plaza in Clayton Office Tower in Clayton, MO, USA by calling 1-314-290-5039 or online at http://theplazainclayton.axisportal.com/Directions.axis.

Proxy Statement Table of Contents

VOTING

SEC Form DEF 14A filed by Olin Corporation