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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-24 · 35 added, 44 removed, 199 unchanged (28% of the section changed)

5 unchanged sentences

OTHER INFORMATION

Not applicable.

On February 22, 2023, our Board of Directors, as part of a periodic review of Olin’s governance documents, approved changes to Olin’s Bylaws, effective as of February 22, 2023 (as amended and restated, the “Bylaws”).

The amendments, among other things:

• expand the scope of disclosures required by a shareholder seeking to bring a director nomination or other business before a meeting of shareholders (“proposing shareholder”) to include:

• any derivative instrument that has been entered into by, or on behalf of, the proposing shareholder and any affiliates or associates or other parties with whom the proposing shareholder is acting in concert (each, an “associated person”), the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, the proposing shareholder or any associated person, with respect to Olin shares, or relates to the acquisition or disposition of any Olin shares;

• any agreement pursuant to which the proposing shareholder or any associated person, has a right to vote or direct the voting of any of the Olin’s securities;

• any rights to dividends on Olin shares owned beneficially by the proposing shareholder and any associated person that are separated or separable from the underlying Olin shares;

• any proportionate interest in Olin shares or any derivative instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the proposing shareholder or any associated person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager or managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity;

• any performance-related fees (other than an asset-based fee) that the proposing shareholder or any associated person is entitled to based on the increase or decrease in the value of Olin shares or derivative instruments;

• expand the scope of disclosures required by a proposing shareholder seeking to bring a director nomination (“shareholder nominee”) to include:

• the name, age, business address and, if known, residence address of each shareholder nominee for whom the proposing shareholder is proposing or intends to solicit proxies and of each shareholder nominee who would be presented for election at the annual meeting in the event of a need to change the proposing shareholders’ original slate;

• a representation as to whether the proposing shareholder or any associated person intends to solicit proxies in support of director nominees other than individuals nominated by the Board of Directors (“board nominees”) in compliance with the requirements of Rule 14a-19(b) under the Securities Exchange Act of 1934 (the “Exchange Act”);

• change the deadline by which a proposing shareholder must provide notice to Olin of the proposing shareholder’s intent to nominate directors for election to the Board or propose other business at an annual meeting from not later than 90 calendar days before the anniversary of the immediately preceding annual meeting to not later than 120 calendar days before the anniversary of the immediately preceding annual meeting and provide that, if no annual meeting was held in the previous year or the date of the annual meeting is more than 30 calendar days before or more than 60 calendar days after such anniversary date, the proposing shareholder must provide notice to Olin not later than the 90th calendar day prior to such annual meeting of shareholders or, if later, the 10th calendar day following the date on which public disclosure of the date of such annual meeting is first made;

• provide that, in the case of a special meeting for the election of directors called by the Board of Directors, a proposing shareholder must provide notice of the proposing shareholder’s intent to nominate directors not later the 7th calendar day following the date on which notice of such meeting is first given to shareholders;

• clarify that, in addition to complying with the advance notice provisions in the Bylaws, each proposing shareholder and any associated person must also comply with all applicable requirements of Olin’s Articles of Incorporation, the Bylaws and state and federal law, including the Exchange Act, with respect to any such proposal or the solicitation of proxies with respect thereto;

• provide that any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white;

• provide that (a) no shareholder or associated person may solicit proxies in support of any nominees other than board nominees unless such shareholder and associated person complies with Rule 14a-19 under the Exchange Act in connection with the solicitation of such proxies, including the provision to Olin of notices required thereunder in a timely manner, and (b) if such shareholder or associated person (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (ii) subsequently fails to comply with any of the requirements of Rule 14a-19 under the Exchange Act, then Olin will disregard any proxies or votes solicited for such shareholder’s nominees;

• provide that, if any shareholder or associated person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder or associated person must deliver to Olin, upon its request, reasonable evidence that such shareholder or associated person has met the requirements of Rule 14a-19 under the Exchange Act no later than five business days prior to the applicable meeting;

• require shareholder nominees and board nominees to provide any additional information necessary to permit the Board to determine the nominee’s independence;

• make various other updates, including clarify, ministerial and conforming changes.

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

We incorporate the biographical information regarding executive officers under the heading “EXECUTIVE OFFICERS” in our Proxy Statement by reference in this report.

We incorporate the information regarding compliance with Section 16 of the Securities Exchange Act of 1934, as amended, under the heading entitled “DELINQUENT SECTION 16(a) REPORTS” in our Proxy Statement by reference in this Report.

The information with respect to our audit committee, including the audit committee financial expert, is incorporated by reference in this Report to the information contained in the paragraph entitled “CORPORATE GOVERNANCE MATTERS—What Are the Committees of our Board?” in our Proxy Statement.

We incorporate by reference in this Report information regarding procedures for shareholders to nominate a director for election, in the Proxy Statement under the headings

“MISCELLANEOUS—How can I directly nominate a director for election to the board at the 2023 annual meeting?” and “CORPORATE GOVERNANCE MATTERS—What Is Olin’s Director Nomination Process?”.

We incorporate by reference in this Report information regarding procedures for shareholders to nominate a director for election, in the Proxy Statement under the headings “MISCELLANEOUS—How can I directly nominate a director for election to the board at the 2024 annual meeting?” and “CORPORATE GOVERNANCE MATTERS—What Is Olin’s Director Nomination Process?”.

We have adopted a code of business conduct and ethics for directors, officers and employees, known as the Code of Conduct.

38 unchanged sentences

3.1 Amended and Restated Articles of Incorporation of Olin Corporation as amended effective April 24, 2020—Exhibit 3.1 to Olin’s Form 8-K filed April 28, 2020 *

3.2 Bylaws of Olin Corporation as amended effective September 30, 2021—Exhibit 3.1 to Olin’s Form 8-K filed September 30, 2021 *

3.2 Bylaws of Olin Corporation as amended effective February 22, 2023

4.1 Description of Olin Corporation Securities registered under Section 12 of the Exchange Act

5 unchanged sentences

Bank National Association—Exhibit 4.1 to Olin’s Form 8-K filed December 10, 2010 *

4.6 Second Supplemental Indenture dated as of August 9, 2012 between Olin Corporation, The Bank of New York Mellon Trust Company, N.A.

Bank National Association—Exhibit 4.1 to Olin’s Form 8-K filed August 9, 2012 *

4.6 Third Supplemental Indenture dated as of August 22, 2012 between Olin Corporation and U.S.

29 unchanged sentences

4.24 Eleventh Amendment dated August 30, 2021 to Amended and Restated Credit and Funding Agreement dated December 9, 2010 among Olin Corporation, Olin Winchester, LLC, the Lenders as named therein, and PNC Bank, National Association, as administrative agent for the Lenders—Exhibit 4.1 to Olin’s Form 10-Q filed October 22, 2021 *

4.25 Twelfth Amendment to Amended and Restated Credit and Funding Agreement, dated as of October 11, 2022, among Olin Corporation, the Lenders (as defined therein), and PNC Bank, National Association, as administrative agent - Exhibit 4.1 to Olin's Form 8-K filed October 12, 2022 *

4.26 Form of 5.50% Senior Notes due 2022—Exhibit 4.2 to Olin’s Form 8-K filed August 22, 2012 *

1 unchanged sentence

4.28 First Amendment dated August 30, 2021 to Forward Purchase Agreement dated March 9, 2017, among Olin Corporation, Olin Winchester, LLC, the Lenders as named therein, and PNC Bank, National Association , as administrative agent—Exhibit 4.2 to Olin’s Form 10-Q filed October 22, 2021 *

4.29 Senior Notes Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and U.S.

Bank National Association, as trustee, governing the 9.75% Senior Notes due 2023—Exhibit 4.1 to Olin’s Form 8-K filed October 5, 2015 *

4.3 Senior Notes Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and U.S.

Bank National Association, as trustee, governing the 10.00% Senior Notes due 2025—Exhibit 4.2 to Olin’s Form 8-K filed October 5, 2015 *

4.31 First Supplemental Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and Olin Corporation, as guarantor, and U.S.

Bank National Association, as trustee, governing the 9.75% Senior Notes due 2023—Exhibit 4.3 to Olin’s Form 8-K filed October 5, 2015 *

4.32 Second Supplemental Indenture dated September 18, 2020 between Blue Cube Spinco LLC, as issuer, and Olin Corporation, as guarantor, and U.S.

Bank National Association, as trustee, governing the 9.75% Senior Notes due 2023—Exhibit 4.2 to Olin’s Form 10-Q filed November 5, 2020 *

4.33 First Supplemental Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and Olin Corporation, as guarantor, and U.S.

Bank National Association, as trustee, governing the 10.00% Senior Notes due 2025—Exhibit 4.4 to Olin’s Form 8-K filed October 5, 2015 *

4.34 Second Supplemental Indenture dated September 18, 2020 between Blue Cube Spinco LLC, as issuer, and Olin Corporation, as guarantor, and U.S.

Bank National Association, as trustee, governing the 10.00% Senior Notes due 2025—Exhibit 4.3 to Olin’s Form 10-Q filed November 5, 2020 *

4.29 Senior Notes Indenture dated May 19, 2020 among Olin Corporation, as issuer, and U.S.

4 unchanged sentences

Bank National Association, as trustee, governing the 9.500% Senior Notes due 2025—Exhibit 4.1 to Olin’s Form 8-K filed November 16, 2021 *

4.38 Form of 9.75% Senior Notes due 2023—Exhibit 4.5 (included in Exhibit 4.1) to Olin’s Form 8-K filed October 5, 2015 *

4.39 Form of 10.00% Senior Notes due 2025—Exhibit 4.6 (included in Exhibit 4.2) to Olin’s Form 8-K filed October 5, 2015 *

4.32 Form of 5.125% Senior Notes due 2027—Exhibit 4.4 (included in Exhibit 4.3) to Olin’s Form 8-K filed March 9, 2017 *

2 unchanged sentences

4.35 Form of 9.500% Senior Notes due 2025—Exhibit 4.2 (included in Exhibit 4.1) to Olin’s Form 8-K filed May 20, 2020 *

4.44 Registration Rights Agreement dated October 5, 2015 relating to the 9.75% Senior Notes due 2023 and 10.00% Senior Notes due 2025 by and among Blue Cube Spinco Inc., Olin Corporation, J.P.

Morgan Securities LLC and Wells Fargo Securities LLC for themselves and as representatives of other initial purchasers—Exhibit 4.7 to Olin’s Form 8-K filed October 5, 2015 *

4.36 Receivables Financing Arrangement dated December 20, 2016 by and among Olin Corporation, Olin Finance Company, LLC, PNC Bank, National Association, PNC Capital Markets LLC and the Lender parties thereto—Exhibit 4(x) to Olin’s Form 10-K filed February 28, 2017 *

14 unchanged sentences

4.44 Amendment No.

8 dated January 20, 2022 to Receivables Financing Agreement dated December 20, 2016 among Olin Corporation, Olin Finance Company, LLC, PNC Bank, National Association, PNC Capital Markets LLC and the Lender parties thereto

4.45 Amendment No.

9 to Receivables Financing Agreement and Reaffirmation of Performance Guaranty, dated as of October 11, 2022, among Olin Corporation, as servicer, Olin Finance Company, LLC, as borrower, PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as structuring agent, and the Lender parties thereto — Exhibit 10.2 to Olin's Form 10Q filed October 27, 2022 *

10.1 Senior Executive Pension Plan amended and restated effective October 24, 2008—Exhibit 10.1 to Olin’s Form 10-Q filed October 27, 2008 *

2 unchanged sentences

10.4 Olin Corporation Severance Plan for Section 16(b) Officers effective January 27, 2019—Exhibit 10.2 to Olin’s Form 8-K filed December 14, 2018 *

10.5 Amended and Restated 1997 Stock Plan for Non-employee Directors codified to reflect amendments adopted through October 27, 2021

10.6 Description of Restricted Stock Unit Awards granted under one of Olin's Long Term Incentive Plans—Exhibit 10.6 to Olin’s Form 10-K filed February 22, 2021 *

10.5 Amended and Restated 1997 Stock Plan for Non-employee Directors codified to reflect amendments adopted through October 27, 2021—Exhibit 10.5 to Olin’s Form 10-K filed February 24, 2022 *

10.6 Description of Restricted Stock Unit Awards granted under one of Olin's Long Term Incentive Plans

10.7 Supplementary and Deferral Benefit Pension Plan as amended and restated effective October 24, 2008—Exhibit 10.2 to Olin’s Form 10-Q filed October 27, 2008 *

8 unchanged sentences

10.16 Olin Corporation 2022 Short Term Incentive Program dated December 10, 2021—Exhibit 10.1 to Olin’s Form 8-K filed December 10, 2021 *

10.17 Performance Share Program adopted February 22, 2022—Exhibit 99.1 to Olin’s Form 8-K filed February 24, 2022 *

10.18 Cooperation Agreement between Olin Corporation and Sachem Head Capital Management LP dated February 29, 2020—Exhibit 10.1 to Olin’s Form 8-K filed March 2, 2020 *

10.19 Amendment dated October 1, 2020 to Cooperation Agreement between Olin Corporation and Sachem Head Capital Management LP dated February 29, 2020—Exhibit 10.1 to Olin’s Form 8-K filed October 2, 2020 *

10.17 Performance Share Program adopted February 22, 2023

10.18 Offer Letter dated July 14, 2020 by and between Scott M.

Sutton and Olin Corporation—Exhibit 10.1 to Olin’s Form 8-K filed July 15, 2020 *

10.21 Form of Non-Qualified Stock Option Award Certificate—Exhibit 10(r) to Olin’s Form 10-K filed February 25, 2020 *

10.22 Form of Restricted Stock Unit Award Certificate—Exhibit 10(s) to Olin’s Form 10-K filed February 25, 2020 *

10.23 Form of Performance Award Certificate—Exhibit 10(t) to Olin’s Form 10-K filed February 25, 2020 *

10.19 Form of Non-Qualified Stock Option Award Certificate

10.20 Form of Restricted Stock Unit Award Certificate

10.21 Form of Performance Award Certificate

10.22 Form of Restricted Stock Unit and Performance Restricted Stock Unit Award Certificate and Description for Mr.

1 unchanged sentence

10.23 Restricted Stock Award to Damian Gumpel dated December 10, 2021 and related Description—Exhibit 10.2 to Olin’s Form 8-K filed December 10, 2021 *

10.26 Summary of Stock Option/Performance Share Continuation Provisions for Olin Employees as amended effective August 20, 2019—Exhibit 10.1 to Olin’s Form 8-K filed August 22, 2019 *

10.24 Summary of Stock Option/Performance Share Continuation Provisions for Olin Employees as amended effective September 1, 2021

10.25 Olin Corporation Contributing Employee Ownership Plan Amended and Restated effective as of October 24, 2008, and as amended effective September 29, 2015—Exhibit 99.1 to Olin’s Form S-8 filed February 16, 2016 *

10.28 Master Confirmation - Accelerated Share Repurchase dated August 5, 2019 between Olin Corporation and Goldman Sachs & Co LLC—Exhibit 10.1 to Olin’s Form 8-K filed August 5, 2019 *

10.26 Distribution Agreement between Olin Corporation and Arch Chemicals, Inc., dated as of February 1, 1999—Exhibit 2.1 to Olin’s Form 8-K filed February 23, 1999 *

10.30 Purchase Agreement dated as of February 28, 2011, by and among PolyOne Corporation, 1997 Chloralkali Venture, LLC, Olin Corporation and Olin SunBelt II, Inc.—Exhibit 2.1 to Olin’s Form 8-K filed March 3, 2011 *

10.27 Note Purchase Agreement dated December 22, 1997 between the SunBelt Chlor Alkali Partnership and the Purchasers named therein—Exhibit 99.5 to Olin’s Form 8-K filed December 3, 2001 *

1 unchanged sentence

10.29 Subordination Agreement dated December 22, 1997 between Olin Corporation and the Subordinated Parties named therein—Exhibit 99.7 to Olin’s Form 8-K filed December 3, 2001 *

10.34 Stock Purchase Agreement dated as of July 17, 2012, by and among K.

Steel Chemicals Inc., the stockholders of K.

Steel Chemicals Inc.

and Robert F.

Steel, as the sellers’ representative, and Olin Corporation, as Purchaser—Exhibit 2.1 to Olin’s Form 8-K filed July 18, 2012 *

10.30 Credit Agreement dated June 23, 2015 among Olin Corporation, Olin Canada ULC, the Lenders named therein and Wells Fargo Bank, National Association, as administrative agent—Exhibit 10.1 to Olin’s Form 8-K filed June 29, 2015 *

15 unchanged sentences

and Sumitomo Mitsui Banking Corporation, as administrative agent—Exhibit 10.4 to Olin’s Form 8-K filed October 5, 2015 *

10.50 Incremental Term Loan Agreement dated November 3, 2015 among Olin Corporation, Blue Cube Spinco Inc., the Lenders as named therein and Sumitomo Mitsui Banking Corporation, as administrative agent—Exhibit 10.1 to Olin’s Form 8-K filed November 9, 2015 *

21 Subsidiaries of Olin Corporation

31 unchanged sentences

DARNALL Director February 23, 2023

FERGUSON Director February 24, 2022

SHIPP Director February 23, 2023

3 unchanged sentences

WILLIAMS Director February 23, 2023

Vice President and Chief Financial Officer (Principal Financial Officer) February 24, 2022

Senior Vice President and Chief Financial Officer (Principal Financial Officer) February 23, 2023

/s/ RANDEE N.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures