form8kasmresultsapril2015

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 23, 2015


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
(Address of principal executive offices)
63105-3443
(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))




Item 5.07.    Submission of Matters to a Vote of Security Holders.

a. and b.

The Company’s 2015 ASM was held on April 23, 2015.  Of the 77,140,969 shares of Common Stock entitled to vote at such meeting, 70,495,601.985 shares were present for purposes of a quorum. The voting results for each of the four proposals submitted for vote by the shareholders are set forth below.

 
Votes
For
 
Votes Against
 
Abstentions
 
Broker Non-
Votes
Proposal 1 - Three Class III Directors were elected at the meeting, for a term of three years, as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Donald W. Bogus
60,268,904.051
 
634,647.683
 
328,282.251
 
9,263,768
 
 
 
 
 
 
 
 
Philip J. Schulz
59,894,004.084
 
1,018,568.687
 
319,261.214
 
9,263,768
 
 
 
 
 
 
 
 
Vincent J. Smith
60,296,092.321
 
614,147.674
 
321,593.990
 
9,263,768
 
 
 
 
 
 
 
 
Proposal 2 - Approval of the Amended and Restated Olin Senior Management Incentive Compensation Plan, including the approval of performance measures pursuant to Section 162(m) of the Internal Revenue Code
59,145,537.984
 
1,492,692.691
 
593,603.310
 
9,263,768
 
 
 
 
 
 
 
 
Proposal 3 - Conduct an advisory vote to approve the compensation for named executive officers
59,106,359.436
 
1,503,271.042
 
622,203.507
 
9,263,768
 
 
 
 
 
 
 
 
Proposal 4 - Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2015
69,153,682.784
 
997,363.222
 
344,555.979
 
Not
applicable.

c. and d.

Not applicable.




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/ George H. Pain
 
 
Name:
George H. Pain
 
 
Title:
Senior Vice President, General Counsel and Secretary

Date: April 29, 2015