form8KAasmresultsapril2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K/A

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 24, 2014


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.

b.

This Form 8-K/A amends Item 5.07(b) of the Form 8-K filed by Olin Corporation (the “Company”) on April 25, 2014 (“Original Form 8-K”), which provided the voting results for the proposals submitted to shareholders at the Company’s Annual Shareholders Meeting held on April 24, 2014. The information provided in the Original Form 8-K was based on the Report of Elections from the Company’s independent Inspector of Elections. The Company was informed by the Inspector of Elections after the filing of the Original Form 8-K that their Report of Elections contained an error. The correct voting results based on the updated Report of Elections from the Inspector of Elections are set forth below. The number of shares abstaining from a vote on Proposal 5 - Shareholder Proposal regarding disclosure of lobbying and political spending was overstated in the Original Form 8-K by 200 shares.


 
Votes
For
 
Votes Against
 
Abstentions
 
Broker Non-
Votes
Proposal 1 – Three Class II Directors were elected at the meeting, for a term of three years, as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gray G. Benoist
58,660,264
 
851,718
 
295,196
 
11,900,751
 
 
 
 
 
 
 
 
Richard M. Rompala
58,926,570
 
635,354
 
245,254
 
11,900,751
 
 
 
 
 
 
 
 
Joseph D. Rupp
58,990,775
 
572,588
 
243,815
 
11,900,751
 
 
 
 
 
 
 
 
Proposal 2 – Approval of 2014 Long Term Incentive Plan, including the approval of performance measures pursuant to Section 162(m) of the Internal Revenue Code
55,251,067
 
4,149,894
 
405,917
 
11,901,051
 
 
 
 
 
 
 
 
Proposal 3 – Conduct an advisory vote to approve the compensation for named executive officers
57,428,033
 
1,593,676
 
785,469
 
11,900,751
 
 
 
 
 
 
 
 
Proposal 4 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2014
70,833,693
 
627,175
 
247,061
 
Not
applicable.
 
 
 
 
 
 
 
 
Proposal 5 – Shareholder Proposal regarding disclosure of lobbying and political spending
23,484,822
 
33,830,752
 
2,491,304
 
11,901,051





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 28, 2014