form8kasmresultsapril2014
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)
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Virginia | 1-1070 | 13-1872319 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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190 Carondelet Plaza, Suite 1530 Clayton, MO (Address of principal executive offices) | 63105-3443 (Zip Code) |
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(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):
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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.
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| 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: | | | | | | | |
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Gray G. Benoist | 58,660,264 | | 851,718 | | 295,196 | | 11,900,751 |
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Richard M. Rompala | 58,926,570 | | 635,354 | | 245,254 | | 11,900,751 |
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Joseph D. Rupp | 58,990,775 | | 572,588 | | 243,815 | | 11,900,751 |
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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 |
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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 |
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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. |
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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.
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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.
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| OLIN CORPORATION
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| By: | /s/ George H. Pain |
| | Name: | George H. Pain |
| | Title: | Senior Vice President, General Counsel and Secretary |
Date: April 25, 2014
EXHIBIT INDEX
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Exhibit No. | Exhibit |
10.1 | Olin Corporation 2014 Long Term Incentive Plan. |