Olin Corporation filed SEC Form 8-K: Results of Operations and Financial Condition, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$OLN
Major Chemicals
Industrials
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): May 1, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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 | |||||||||||||||||||||
| 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 2.02. Results of Operations and Financial Condition.
On May 1, 2025, Olin Corporation (“Olin”) issued a press release announcing financial results for the quarter ended March 31, 2025. Attached as Exhibit 99.1, and incorporated by reference, is a copy of Olin’s press release dated May 1, 2025.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 1, 2025, the Board approved an amendment to Article II, Section 1 of Olin’s Bylaws to decrease the size of the Board from ten to nine directors, following the completion of Mr. C. Robert Bunch’s term on the Board. A copy of the amended Bylaws is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Olin’s 2025 annual meeting of shareholders was held on May 1, 2025. Of the 115,083,118 shares of Common Stock entitled to vote at such meeting, 105,021,493 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.
Proposal 1 – Election of Directors
The shareholders elected each of the nine nominees to the Board of Directors for a one-year term by the vote of the majority of votes cast, in accordance with Olin’s Bylaws.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| Beverley A. Babcock | 90,634,789 | 935,869 | 199,235 | 13,251,600 | |||||||||||||||||||
| Edward M. Daly | 90,901,505 | 668,411 | 199,977 | 13,251,600 | |||||||||||||||||||
| Matthew S. Darnall | 90,582,241 | 981,249 | 206,403 | 13,251,600 | |||||||||||||||||||
| Kenneth T. Lane | 90,506,541 | 1,053,192 | 210,160 | 13,251,600 | |||||||||||||||||||
| Julie A. Piggott | 90,540,704 | 1,023,033 | 206,156 | 13,251,600 | |||||||||||||||||||
| Earl L. Shipp | 90,269,973 | 1,295,826 | 204,094 | 13,251,600 | |||||||||||||||||||
| William H. Weideman | 90,498,394 | 1,051,162 | 220,337 | 13,251,600 | |||||||||||||||||||
| W. Anthony Will | 90,486,168 | 1,071,274 | 212,450 | 13,251,600 | |||||||||||||||||||
| Carol A. Williams | 90,687,338 | 904,991 | 177,564 | 13,251,600 | |||||||||||||||||||
Proposal 2 – Conduct an advisory vote to approve the compensation for named executive officers
The shareholders gave an advisory approval of the compensation for named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| Proposal 2 | 86,249,070 | 5,235,229 | 285,594 | 13,251,600 | |||||||||||||||||||
Proposal 3 – Ratification of appointment of KPMG LLP as independent registered public accounting firm for 2025
The shareholders ratified the appointment of KPMG LLP as Olin’s independent registered public accounting firm for 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| Proposal 3 | 103,102,919 | 1,739,627 | 178,947 | 0 | |||||||||||||||||||
Item 7.01. Regulation FD Disclosure.
On May 1, 2025, Olin’s Board of Directors declared a quarterly dividend of $0.20 on each share of Olin common stock. The dividend is payable on June 13, 2025 to shareholders of record at the close of business on May 15, 2025. This marks Olin’s 394th consecutive quarterly dividend.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit No. | Exhibit | ||||
| 3.1 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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/ Inchan Hwang | ||||||||||
| Name: | Inchan Hwang | ||||||||||
| Title: | Vice President, Deputy General Counsel and Secretary | ||||||||||
Date: May 1, 2025