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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): December 10, 2020

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 63105
(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
Common Stock, $1.00 par value per share OLN New York Stock Exchange
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)

On December 10, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of Olin Corporation (“Olin”) approved Olin’s 2021 Short Term Incentive Program (the “Olin STIP”). The Olin STIP, which is administered by the Committee, is a performance-based annual cash incentive program covering all Olin employees who are designated as “officers” under Section 16(b) of the Securities Exchange Act of 1934, as well as certain other Olin employees eligible for variable compensation.

Under the Olin STIP, targets will be established for the 2021 financial goals (Adjusted EBITDA, Levered Free Cash Flow and Adjusted Cash Flow) and non-financial strategic objectives. For 2021, 80% of the target awards to officers under the Olin STIP will be based on achievement of financial metrics and 20% of the target awards will be based on achievement of non-financial objectives. No payments will be made under the Olin STIP based on achievement of financial metrics if performance falls below 75% of the target metrics. If performance exceeds the target financial metrics, the portion of the STIP payment based on financial performance will exceed 80% of the target award, up to a maximum of 160% of the target award. Payout based on achievement of non-financial objectives is independent of achievement of financial metrics.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Olin STIP, a copy of which is filed as Exhibit 10.1 and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibit No.
Exhibit
10.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Olin has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


OLIN CORPORATION
By: /s/ Nicholas W. Hendon
Name: Nicholas W. Hendon
Title: Assistant Secretary

Date: December 14, 2020


2021 Short Term Incentive Program (STIP) Plan Provision Terms of the Plan Program Participation  Section 16(b) Officers  All exempt, non-exempt and hourly employees eligible for variable compensation Financial Objectives  Corporate – Adjusted EBITDA, Levered Free Cash Flow  Division – Adjusted EBITDA, Adjusted Cash Flow Non-Financial Objectives  For both Corporate and Divisions includes Safety and Environmental objectives Weighting  Corporate – Adjusted EBITDA (50%); Levered Free Cash Flow (30%); Non-Financial (20%)  Divisions – Adjusted EBITDA (60%); Cash Flow (20%); Non-Financial (20%) Target Setting  Adjusted EBITDA Target set by averaging prior year actual performance and current year budget  Cash Flow Target is equal to current year budget Leverage  Threshold – 75%  Maximum – 125%  No individual award may exceed 200% of target Financial Objectives Payouts  Payout at Threshold is 50%  Payout Below Threshold is Zero  If Adjusted EBITDA is less than Threshold, all financial payouts become discretionary  Payout at Maximum for financial objectives is 160%, based on weighting  Payouts scale down 2.0% for every 1% below target; Scale up 4.0% for every 1% above target Non-Financial Objectives Payouts  Payout on achievement of Non-Financial Objectives is independent of performance on Financial Objectives Payout at 100% achievement of Non-Financial Objectives for Section 16(b) Officers and all other participants is 20%  CEO/Leadership Team Non-Financial Objectives Results payout will be determined by the Compensation Committee for Section 16(b) Officers  For all other STIP participants payout on Non-Financial Objectives will be based on performance against individual objectives aligned with CEO/Leadership Team Non-Financial Objectives, to be reviewed and approved by Executive Leadership Team Exhibit 10.1 Page 1

 
2021 Short Term Incentive Program (STIP) Target Achievement Payout Percentage Total Payout On Financial Targets after Weighting Below 75%  0% 0% 75%  50% 40% 80%  60% 48% 85%  70% 56% 90%  80% 64% 95%  90% 72% 100% 100% 80% 105% 120% 96% 110% 140% 112% 115% 160% 128% 120% 180% 144% 125% 200% 160% Financial Objectives Payout Scale (Example) Note: This scale will be applied to each financial objective independently. However, if Adjusted EBITDA is less than Threshold (75% of Target), then all financial payouts are subject to Compensation Committee discretion. Page 2