8-K

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 8, 2017

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 (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):
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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).
o	Emerging growth company
o	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.

On December 8, 2017, the Benefit Plan Review Committee of Olin Corporation (the Registrant) amended the Olin Corporation Supplemental Contributing Employee Ownership Plan (SCEOP), effective January 1, 2018. The amendment to the SCEOP permits that eligible transferees from The Dow Chemical Company will be eligible for excess retirement contributions under the SCEOP starting in 2018. The amendment also provides that, starting in 2018, the maximum match under the SCEOP will be limited to the first 7% of a SCEOP participant’s contributions under the SCEOP. This description is qualified by reference to the form of amendment to the SCEOP attached hereto as Exhibit 99.1, which is incorporated into this Item 5.02 by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibit No.	Exhibit
99.1	Unanimous Written Consent of the Registrant’s Benefit Plan Review Committee regarding the amendment to the Olin Corporation Supplemental Contributing Employee Ownership Plan effective January, 1 2018.

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/ Eric A. Blanchard
	Name:	Eric A. Blanchard
	Title:	Vice President, General Counsel and Secretary

Date: December 12, 2017

EX-99.1

Exhibit 99.1

OLIN CORPORATION

BENEFIT PLAN REVIEW COMMITTEE

Unanimous Written Consent

The undersigned, being all of the members of the Olin Corporation Benefit Plan Review Committee (the “Committee”), acting by unanimous written consent in lieu of formal meeting of the Committee, pursuant to its charter, hereby consent to the adoption of the resolutions specified below.

RESOLVED, that, effective as of January 1, 2018, the Committee hereby designates Olin/K.A. Steel Chemicals, Inc. as a participating employer under the Olin Corporation Supplemental Contributing Employee Ownership Plan.

RESOLVED, that the Committee hereby amends the Olin Corporation Supplemental Contributing Employee Ownership Plan as provided in the attached Exhibit A.

RESOLVED further, that any Committee Member be, and each of them hereby is, authorized to execute and deliver, in the name and on behalf of the Committee, all such Plan documentation (including Plan amendments), contracts, agreements, certificates, documents, notices and other instruments, with such terms and conditions, and take such other action, as the person so acting deems necessary or appropriate to carry out the intent of the foregoing resolution.

[Signatures on Next Page]

APPROVED:

/s/ E. A. Blanchard    

E. A. Blanchard

/s/ S. C. Curley    

S. C. Curley

/s/ D.J. Ennico        

D. J. Ennico

/s/ D.M. Frye        

D. M. Frye

Being all of the members of the Benefit

Plan Review Committee of Olin Corporation.

Date: December 8, 2017

EXHIBIT A

BENEFIT PLAN REVIEW COMMITTEE OF OLIN CORPORATION

AMENDMENT TO THE

OLIN CORPORATION

SUPPLEMENTAL CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

Olin Corporation (the “Company”) currently maintains the Olin Corporation Supplemental Contributing Employee Ownership Plan (the “Plan”). The Company desires to amend the Plan as of January 1, 2018 in order to modify retirement contribution eligibility and make other conforming changes to match the qualified 401(k) plan. This amendment shall supersede the provisions of the Plan to the extent that those provisions are inconsistent with the provisions of this amendment.

Under the terms of the Plan, the Company reserves the right to amend the Plan. Pursuant to the authority of the Benefit Plan Review Committee of Olin Corporation (the “Committee”), effective as of January 1, 2018, the Committee consents to the amendment of the Plan in the following manner:

1. Section 1.1(j) of the Plan (regarding the definition of Excess Company Matching Contributions) is amended by replacing “six percent (6%)” with “seven percent (7%)” wherever it appears in the first paragraph thereof.

2. Section 1.1(l) of the Plan (regarding the definition of Excess Retirement Contributions) is amended by revising the last sentence of the first paragraph thereof to read as follows:

“Notwithstanding the preceding, effective only for Plan Years prior to the 2018 Plan Year, Excess Retirement Contributions shall not be made with respect to a SCEOP Participant who is a Dow Transferee.”

3. Section 2.1 of the Plan is amended by deleting the parenthetical in the last sentence thereof.