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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 27 added, 44 removed, 190 unchanged (27% of the section changed)

5 unchanged sentences

OTHER INFORMATION

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.

During the three months ended December 31, 2023, no director or officer of Olin adopted , terminated or modified a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Equity Compensation Plan Information

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)(1)

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a) (1)

Equity compensation plans approved by security holders (2)

6,284,447 (3) $ 32.52 (3) 6,454,367

Equity compensation plans not approved by security holders N/A N/A N/A

1 unchanged sentence

(1) Number of shares is subject to adjustment for changes in capitalization for stock splits and stock dividends and similar events.

(2) Consists of the 2000 Long Term Incentive Plan, the 2003 Long Term Incentive Plan, The 2006 Long Term Incentive Plan, the 2009 Long Term Incentive Plan, the 2014 Long Term Incentive Plan, the 2016 Long Term Incentive Plan, the 2018 Long Term Incentive Plan, the 2021 Long Term Incentive Plan and the 1997 Stock Plan for Non-employee Directors.

(2) Consists of the 2003 Long Term Incentive Plan, the 2006 Long Term Incentive Plan, the 2009 Long Term Incentive Plan, the 2014 Long Term Incentive Plan, the 2016 Long Term Incentive Plan, the 2018 Long Term Incentive Plan, the 2021 Long Term Incentive Plan and the 1997 Stock Plan for Non-employee Directors.

(3) Includes:

15 unchanged sentences

The following exhibits are filed with this Annual Report on Form 10-K, unless incorporated by reference.

Management contracts and compensatory plans and arrangements are listed as Exhibits 10.1 through 10.25.

We are party to a number of other instruments defining the rights of holders of long-term debt.

2 unchanged sentences

Exhibit Exhibit Description

1 Underwriting Agreement dated as of July 11, 2019, between Olin Corporation and J.P.

Morgan Securities LLC, as representative of the several underwriters named therein—Exhibit 1.1 to Olin’s Form 8-K filed July 16, 2019 *

2 Merger Agreement dated as of March 26, 2015, among The Dow Chemical Company, Blue Cube Spinco Inc., Olin Corporation and Blue Cube Acquisition Corp.—Exhibit 2.1 to Olin’s Form 8-K filed March 27, 2015 *

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 February 22, 2023

3.2 Bylaws of Olin Corporation as amended effective June 5, 2023—Exhibit 3.1 to Olin's Form 8-K filed June 5, 2023 *

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

37 unchanged sentences

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 *

4.26 Forward Purchase Agreement dated as of March 9, 2017, among Olin Corporation, the Lenders as named therein, and PNC Bank, National Association, as administrative agent—Exhibit 4.1 to Olin’s Form 8-K filed March 9, 2017 *

33 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—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

10.5 Amended and Restated 1997 Stock Plan for Non-employee Directors c odified to reflect amendments adopted through December 6, 2023

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 23, 2023 *†

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 *†

5 unchanged sentences

Amended and Restated Olin Corporation 2018 Long Term Incentive Plan codified as of January 27, 2019—Exhibit 10.7 to Olin’s Form 8-K filed January 30, 2019 *†

10.14 Amended and Restated Olin Corporation 2018 Long Term Incentive Plan codified as of January 27, 2019—Exhibit 10.7 to Olin’s Form 8-K filed January 30, 2019 *

10.14 Amended and Restated Olin Corporation 2021 Long Term Incentive Plan codified as of April 22, 2021—Exhibit 10.1 to Olin’s Form 8-K/A filed April 26, 2021 *†

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, 2023

10.15 Olin Corporation Section 16 Short-Term Incentive Plan—Exhibit 10.1 to Olin’s Form 8-K filed December 13, 2023 *†

Performance Share Program adopted February 22, 2023—Exhibit 10.17 to Olin's Form 10-K filed February 23, 2023 *†

10.17 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 *†

10.19 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.

Flaugher granted under Olin 2018 Long Term Incentive Plan—Exhibit 10.23 to Olin’s Form 10-K filed February 22, 2021 *

10.18 Form of Non-Qualified Stock Option Award Certificate—Exhibit 10.19 to Olin's Form 10-K filed February 23, 2023 *†

Form of Restricted Stock Unit Award Certificate—Exhibit 10.20 to Olin's Form 10-K filed February 23, 2023 *†

10.20 Form of Performance Award Certificate—Exhibit 10.21 to Olin's Form 10-K filed February 23, 2023 *†

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 *†

10.24 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 *

Summary of Stock Option/Performance Share Continuation Provisions for Olin Employees as amended effective September 1, 2021—Exhibit 10.24 to Olin's Form 10-K filed February 23, 2023 *†

Olin Corporation Contributing Employee Ownership Plan Amended and Restated effective as of January 1, 2018

10.24 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 *

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

10.43 T ransition Agreement between Olin Corporation and Scott Sutton, Dated October 30, 2023 - Exhibit 10.1 to Olin ’ s Form 8-K filed November 2, 2023 *†

Form of Olin Corporation Retention Agreement—Exhibit 10.1 to Olin's Form 8-K filed December 20, 2023 *†

Offer Letter dated February 15, 2024 by and between Kenneth Lane and Olin Corporation—Exhibit 10.1 to Olin's Form 8-K filed February 20, 2024 *†

21 Subsidiaries of Olin Corporation

3 unchanged sentences

32 Section 906 Certification Statement of Chief Executive Officer and Chief Financial Officer

97 Olin Corporation Executive Officer Clawback Policy

101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document)

8 unchanged sentences

1-1070 unless otherwise indicated.

†Indicated management contract or compensatory arrangement.

Any exhibit is available from Olin by writing to the Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.

Shareholders may obtain information from EQ Shareowner Services, our registrar and transfer agent, who also manages our Automatic Dividend Reinvestment Plan by writing to:

EQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120 USA, by telephone from the United States at 800-401-1957 or outside the United States at 651-450-4064 or via the Internet under “Contact Us” at www.shareowneronline.com .

EQ Shareowner Services, 1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120 USA, by telephone from the United States at 800-401-1957 or outside the United States at 651-450-4064 or via their website under “Contact Us” at www.shareowneronline.com .

FORM 10-K SUMMARY

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/s/ Scott Sutton

Chairman, President and Chief Executive Officer

President and Chief Executive Officer

February 22, 2024

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Signature Title Date

/s/ SCOTT SUTTON Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director February 23, 2023

ALDERMAN Director February 23, 2023

/s/ SCOTT SUTTON President and Chief Executive Officer (Principal Executive Officer) and Director

February 22, 2024

/s/ BEVERLEY A.

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DARNALL Director February 22, 2024

PIGGOTT Director February 22, 2024

SHIPP Director February 22, 2024

/s/ WILLIAM H.

WEIDEMAN Director February 23, 2023

WEIDEMAN Chairman and Director

February 22, 2024

ANTHONY WILL Director February 22, 2024

4 unchanged sentences

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