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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, 2021

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, 2021, the Compensation Committee (the “Committee”) of the Board of Directors of Olin Corporation (“Olin”) approved Olin’s 2022 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 2022 financial goals (Adjusted EBITDA and Levered Free Cash Flow for corporate executive officers and Adjusted EBITDA and Adjusted Cash Flow for division executive officers) and non-financial strategic objectives. For 2022, 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.

The Committee establishes threshold and target levels for each financial metric under the Olin STIP and payouts are determined as follows:
•No payments will be made based on achievement of financial metrics if performance on both metrics falls below the thresholds established by the Committee.
•If the Adjusted EBITDA threshold metric is not achieved, all payouts for the financial portion of the STIP are discretionary by the Committee.
•If both threshold metrics are achieved or exceeded, payments based on financial metrics will range between 50% and 99% of the target STIP awards. (The target STIP award for an individual will be reduced by approximately 1.8% for each 1% below the target metric).
•If both target metrics are achieved or exceeded, payments based on financial metrics will range from 100% to 200% of target STIP awards. (The target STIP award for an individual will be increased by approximately 6.25% for each 1% of performance above the target metric).
•Payout based on achievement of non-financial objectives is independent of achievement of financial metrics but cannot exceed 20% of the target STIP award
•The maximum STIP payment to any executive officer cannot exceed 200% of his or her target STIP award.

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.

On December 10, 2021, the Committee also authorized a waiver of the continued employment vesting requirement for the February 2020 award of 51,933 Non-Qualified Stock Options under the Olin’s 2018 Long Term Incentive Plan to James A. Varilek, with such waiver to become effective on November 21, 2022.

On December 10, 2021 the Committee also made a special restricted stock unit award to Damian Gumpel for 12,000 shares vesting on December 10, 2024. The foregoing sentence does not purport to be a complete description of the award, and is qualified in its entirety by reference to the text of Mr. Gumpel’s Restricted Stock Unit award and description, the form and terms of which is filed as Exhibit 10.2 and is incorporated by reference into this Item 5.02.



Item 9.01.    Financial Statements and Exhibits.

(d) Exhibit No.
Exhibit
10.1
10.2
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/ Dana O’Brien
Name: Dana O’Brien
Title: Senior Vice President, General Counsel and Secretary

Date: December 10, 2021

2022 Short Term Incentive Program (STIP) Plan Provision Terms of the Plan Program Participation  Section 16b Officers  All salaried and hourly-paid employees eligible for variable compensation Financial Objectives  Corporate – Adjusted EBITDA, Levered Free Cash Flow  Chemicals (Combined CAPV and Epoxy) – Adjusted EBITDA, Adjusted Cash Flow  Winchester – Adjusted EBITDA, Adjusted Cash Flow Non-Financial Objectives  Key strategic objectives including Safety, Environmental, Sustainability, People and Valuation 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  Targets established by Compensation Committee of the Board of Directors Leverage  Threshold Value Established by Compensation Committee  Maximum Value Established by Compensation Committee  Maximum payout of financial targets = 225%  Maximum payout of non-financial targets = 100%  Maximum total payout of financial and non-financial targets = 200%  No individual award may exceed 200% of target Financial Objectives Payouts  Payout at Target – 100%  Payout at Threshold – 50%  Payout Below Threshold – Zero  Payouts scale down approximately 1.8% for every 1% below target; Scale up approximately 6.25% for every 1% above target  Payout at Maximum for financial objectives is 180%, based on weighting.  If Adjusted EBITDA threshold not met, all financial payouts are discretionary. Non-Financial Objectives Payouts  Payout on achievement of Non-Financial Objectives is independent of performance on Financial Objectives and determined by Compensation Committee.  Payout at Maximum for non-financial objectives is 20%, based on weighting. Exhibit 10.1

 

Exhibit 10.2
OLIN CORPORATION
2018 Long Term Incentive Plan
Restricted Stock Unit Award

Restricted Stock Unit Certificate

This certificate certifies that the employee named below has been awarded on the date hereof the number of Restricted Stock Units shown below.

Subject to the terms and conditions of the Olin Corporation 2018 Long Term Incentive Plan and related Award Description and the rules adopted by the Committee administering such Plan, this certificate will entitle the recipient following employment through the Vesting Date, to a payment of one share of Olin Common Stock for each Restricted Stock Unit awarded.

Employee: Damian Gumpel

Number of Restricted Stock Units: 12,000

Vesting Date: December 10, 2024

OLIN CORPORATION
By the Compensation Committee
Authorized Signature
Employee Signature


Dated: December 10, 2021













DESCRIPTION OF
RESTRICTED STOCK UNIT AWARD
GRANTED UNDER THE
OLIN CORPORATION 2018 LONG TERM INCENTIVE PLAN


1.Terms

The terms and conditions of these Restricted Stock Units are contained in the Award Certificate evidencing the grant of such Award, this Award Description and in the Olin Corporation 2018 Long Term Incentive Plan (the “Plan”).

2.Definitions

“Vesting Date” means with respect to a Restricted Stock Unit, the date on which you become entitled to receive the shares underlying the Restricted Stock Unit, as set forth in your Award Certificate.

Other capitalized terms used but not defined herein have the meanings specified in the Plan.

3.Vesting and Payment

(a)Except as otherwise provided in the Plan or in this Award Description, your interest in the Restricted Stock Units awarded to you will vest only at the close of business on the Vesting Date for such Restricted Stock Units, if you are employed by Olin from the grant date through the Vesting Date. Each Restricted Stock Unit not vested shall be forfeited.

(b)Each vested Restricted Stock Unit shall be payable by delivery of one share of Olin Common Stock (subject to adjustment as provided in the Plan), except as otherwise provided in the Plan.

(c)Each outstanding Restricted Stock Unit shall accrue Dividend Equivalents (amounts equivalent to the cash dividends payable in cash), deferred in the form of cash. Such Dividend Equivalents shall be paid only when and if the Restricted Stock Unit on which such Dividend Equivalents were accrued vests. Dividend Equivalents will accrue interest at an annual rate equal to Olin’s before tax cost of borrowing as determined from time to time by the Chief Financial Officer, the Treasurer or the Controller of the Company (or in the event there is no such borrowing, the Federal Reserve A1/P1 Composite rate for 90 day commercial paper plus 10 basis points, as determined by any such officer) or such other rate as determined from time to time by the Board or the Committee, compounded quarterly, from the date accrued to the earlier of the date paid or forfeiture. To the extent a Restricted Stock Unit does not vest or is otherwise forfeited, any accrued and unpaid Dividend Equivalents (and any interest on such Dividend Equivalents) shall be forfeited.



(d)Except as otherwise specifically provided in the Plan, the total number of Restricted Stock Units (and Dividend Equivalents and related interest) that vest as of the Vesting Date shall be paid on or as soon as administratively feasible after such Vesting Date, but no later than March 15th of the calendar year following the calendar year of the Vesting Date.

(e)Restricted Stock Units shall carry no voting rights nor, except as specifically provided herein, be entitled to receive any dividends or other rights enjoyed by shareholders.

4.Termination of Employment

(a)Any Restricted Stock Units not yet vested shall be forfeited if your employment terminates either for cause or without Olin’s written consent. If your employment should terminate before the applicable Vesting Date without cause and with Olin’s written consent or by virtue of your death or total disability or retirement under an Olin benefit plan, the Committee shall determine, in its sole discretion, which outstanding Restricted Stock Units not yet vested (including Dividend Equivalents and related interest), if any, shall not be forfeited provided that if you are not a Section 16 officer or director of Olin when your employment terminates, the Chief Executive Officer of Olin shall be authorized to make such determination.

(b)With respect to any non-forfeited Restricted Stock Units (and Dividend Equivalents and related interest) of a terminated Participant relating to incomplete Vesting Period, you will receive shares in payment of such Restricted Stock Units (and related Dividend Equivalents and interest, if any) on or as soon as administratively feasible after your termination, but no later than March 15th of the calendar year following the calendar year of your termination, subject to the provisions of the Plan.

5.Tax Withholding

Olin will withhold from the payout of the Restricted Stock Units (and related Dividend Equivalents) the amount necessary to satisfy your federal, state and local withholding tax requirements.

6.Miscellaneous

By accepting the Award of Restricted Stock Units, you agree that such Award is special compensation, and that any amount paid will not affect

(a)The amount of any pension under any pension or retirement plan in which you participate as an employee of Olin,

(b)The amount of coverage under any group life insurance plan in which you participate as an employee of Olin, or



(c)The benefits under any other benefit plan or any kind heretofore or hereafter in effect, under which the availability or amount of benefits is related to compensation.

(d)To the extent any provision of this Award Description would subject any Participant to liability for interest or additional taxes under Code Section 409A, it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. It is intended that this Award will be exempt from Code Section 409A (or to the extent applicable, comply with Code Section 409A), and this Award Description shall be interpreted and construed on a basis consistent with such intent. This Award Description may be amended in any respect deemed necessary (including retroactively) by the Committee in order to preserve exemption (or, if applicable, compliance) with Code Section 409A.

(e)This provision under Section 6(e) shall apply if any right you may have pursuant to this Award is considered deferred compensation under Code Section 409A.

(i)Notwithstanding Section 3(d), the payment made under Section 3(d) shall be paid no later than 60 days after the Vesting Date.

(ii)Notwithstanding Section 4(b), and subject to paragraph (iii) below, the payment made under Section 4(b) shall be paid no later than 60 days after your termination.

(iii)If you are a Specified Employee (as defined and determined under Code Section 409A) at the time you become entitled to payment under Section 4(b), then no payment which is payable upon your termination of employment as determined under Code Section 409A and not subject to an exception or exemption thereunder, shall be paid to you until the date that is six (6) months after your termination. Any such payment that would otherwise have been paid to you during this six-month period shall instead be paid to you on or as soon as administratively feasible following the date that is six (6) months after your termination, but no later than 60 days after such date. Until payment, you will continue to accrue Dividend Equivalents (and related interest) on the Restricted Stock Units as provided in Section 3(c).

(iv)A “termination of employment”, “termination”, or “retirement” (or other similar term having a similar import) under this Award shall have the same meaning as a “separation from service” as defined in Code Section 409A.