8-K 1 form8-kaldermanappointment.htm FORM 8-K ALDERMAN APPOINTMENT Document

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): June 12, 2019

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):
 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Olin Corporation
Common Stock, $1 par value
OLN
New York Stock Exchange
 
 
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-12 of this chapter).
 
Emerging growth company ¨
 
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.
(d)    On June 12, 2019, the Board of Directors (the Board) of Olin Corporation (Registrant) appointed Heidi S. Alderman as a Class III Director and member of the Compensation Committee and Directors and Corporate Governance Committee, effective August 8, 2019.

No arrangement or understanding exists between Ms. Alderman and any other person or persons pursuant to which she was elected as a director. Neither Ms. Alderman nor any member of her immediate family is a party to any transactions or proposed transactions requiring disclosure under Item 404(a) of Regulation S-K. Registrant will take all such action as may be necessary to include this individual as a nominee to the Board of Registrant at its 2020 annual meeting of shareholders.

Ms. Alderman will be compensated for board services in the same manner as other members of the Board of Registrant as described in Registrant’s proxy statement for the 2019 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 1, 2019.

A copy of the press release announcing the appointment of Ms. Alderman is attached as Exhibit 99.1 and is incorporated by reference to this Item 5.02.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Registrant approved an amendment to Article II, Section 1 of Registrant’s Bylaws to increase the size of the Board from eleven to twelve directors, effective August 8, 2019.
A copy of the amended Bylaws is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
Item 9.01    Financial Statements and Exhibits.




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: June 14, 2019