8-K

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 28, 2016


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

a. and b.

Olin Corporation's (the Corporation) 2016 Annual Shareholders Meeting was held on April 28, 2016. Of the 165,128,888 shares of Common Stock entitled to vote at such meeting, 149,532,229.802 shares were present for purposes of a quorum. The voting results for each of the four proposals submitted for vote by the shareholders are set forth below.

 
Votes
For
 
Votes Against
 
Abstentions
 
Broker Non-
Votes
Proposal 1 — Election of Directors
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
   Four Class I Directors were elected at the meeting, for a term of three years, as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
C. Robert Bunch
130,535,826.841
 
2,083,443.924
 
282,508.037
 
16,630,451
 
 
 
 
 
 
 
 
Randall W. Larrimore
130,856,212.358
 
1,749,523.889
 
296,042.555
 
16,630,451
 
 
 
 
 
 
 
 
John M. B. O’Connor
130,850,202.793
 
1,747,937.426
 
303,638.583
 
16,630,451
 
 
 
 
 
 
 
 
William H. Weideman
127,085,160.837
 
5,521,022.516
 
295,595.449
 
16,630,451
 
 
 
 
 
 
 
 
   One Class II Director was elected at the meeting, for a term of one year, as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John E. Fischer
130,757,332.247
 
1,871,467.978
 
272,978.577
 
16,630,451
 
 
 
 
 
 
 
 
   One Class III Director was elected at the meeting, for a term of two years, as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Carol A. Williams
130,654,826.734
 
1,946,712.819
 
300,239.249
 
16,630,451
 
 
 
 
 
 
 
 
Proposal 2 — Approval of the Olin Corporation 2016 Long Term Incentive Plan, including the approval of performance measures pursuant to Section 162(m) of the Internal Revenue Code
129,317,956.865
 
2,977,252.097
 
606,569.840
 
16,630,451
 
 
 
 
 
 
 
 
Proposal 3 — Conduct an advisory vote to approve the compensation for named executive officers
128,842,295.720
 
3,395,377.429
 
664,105.653
 
16,630,451
 
 
 
 
 
 
 
 
Proposal 4 — Ratification of the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for 2016
147,798,846.572
 
1,443,223.363
 
290,159.867
 


Not
applicable.



c. and d.

Not applicable.




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: May 3, 2016