OLIN Corp
For the period ended Apr 25, 2024. Filed Mar 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2024 · Filed Mar 15, 2024
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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 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
190 CARONDELET PLAZA, SUITE 1530, CLAYTON, MISSOURI 63105 USA
March 15, 2024
Dear Olin Shareholder:
We cordially invite you to attend our 2024 annual meeting of shareholders (annual meeting) on April 25, 2024.
This booklet includes the notice of the annual meeting and proxy statement, which describes 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 2024 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, signing and dating 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 close to 93% 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,
William H. Weideman
Chairman of the Board
YOUR VOTE IS IMPORTANTWe urge you to promptly vote your shares online, by telephone or by completing, signing and dating and returning a proxy card in the postage prepaid envelope.
Notice of Annual Meeting of Shareholders
| Time: | 8:00 a.m. (Central Daylight Time) |
|---|---|
| Date: | Thursday, April 25, 2024 |
| 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 nine 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 2024. | |
| (4) Shareholder proposal, if properly presented at the meeting. | |
| (5) Such other business that is properly presented at the meeting. | |
| Who May Vote: | You may vote if you were a record owner of Olin common stock at the close of business on February 26, 2024. |
By Order of our Board of Directors:
Dana C. O’Brien
Secretary
Clayton, Missouri
March 15, 2024
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 | 16 |
| How Many Meetings Did Board Members Attend? | 16 |
| Which Board Members Are Independent? | 16 |
| Does Olin Have Corporate Governance Guidelines and a Code of Conduct? | 17 |
| Does Olin Prohibit Hedging and Pledging of Its Stock by Insiders? | 17 |
| Do Olin’s Board and Committees Conduct Evaluations? | 17 |
| What Are our Board Committees? | 18 |
| 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 | 28 |
| EXECUTIVE COMPENSATION | 43 |
| DIRECTOR COMPENSATION | 59 |
| COMPENSATION COMMITTEE REPORT | 60 |
| PAY RATIO DISCLOSURE | 61 |
| PAY VERSUS PERFORMANCE | 62 |
| ITEM 2—PROPOSAL TO CONDUCT AN ADVISORY VOTE TO APPROVE THE COMPENSATION FOR NAMED EXECUTIVE OFFICERS | 65 |
| Vote Required for Approval | 65 |
| ITEM 3—PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 65 |
| Vote Required for Ratification | 66 |
| ITEM 4—SHAREHOLDER PROPOSAL | 67 |
| Vote Required for Approval | 68 |
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