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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 5, 2024

OLIN CORPORATION
(Exact name of registrant as specified in its charter)

Virginia1-107013-1872319
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

190 Carondelet Plaza,Suite 1530Clayton,MO63105
(Address of principal executive offices)(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $1.00 par value per shareOLNNew 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-2 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.
(e).

On December 5, 2024, Olin Corporation (the “Corporation”) and Dana C. O’Brien, Senior Vice President and Chief Legal Officer, entered into a Retention Agreement Side Letter (the “Side Letter”) to amend the Retention Agreement, dated December 20, 2023. Under the original retention agreement, Ms. O’Brien’s eligibility to receive retention payments was defined to be contingent on her continued employment through each vesting period. As previously announced, Ms. O’Brien plans to retire on or before December 31, 2025 and step down from her role effective March 1, 2025. The Side Letter amends the original retention agreement by allowing the full amount of her retention to vest as normal if she works continuously with the Corporation through July 31, 2025 to provide full support to the transition of her successor, and remain available to the Corporation through December 31, 2025.

The foregoing description of the Side Letter does not purport to be complete and is subject to, and qualified in its entirety by, the Side Letter which is filed herewith as Exhibit 10.1 and incorporated by reference.


Item 9.01.Exhibits.
(d) Exhibit No.
Exhibit
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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/ Inchan Hwang
Name:Inchan Hwang
Title:Vice President, Deputy General Counsel and Corporate Secretary

Date: December 10, 2024


Exhibit 10.1

Olin
190 Carondelet Plaza, Suite 1530
Clayton, MO 63105-3443

December 5, 2024

Dear Dana,
In light of your decision to retire by the end of 2025, following discussions with the Compensation Committee, the Committee has approved a revision to your original retention agreement to incentivize you to remain with the Company through 2025 to ensure a seamless transition to your successor.
The original Retention vesting schedule for your Retention Bonus ($1,000,000) was as outlined below:
•10% will vest on July 1, 2024 (Vested and paid)
•20% will vest on January 1, 2025
•30% will vest on July 1, 2025
•40% will vest on January 1, 2026.
Your eligibility was defined to be contingent on your continued employment through each vesting period.
EventActorImpact on Retention
Termination without CauseCompanyImmediately vests in full; paid in 30 days
Termination for CauseCompanyNo further vesting/payment
TerminationEmployeeNo further vesting/payment (See revision below)
Death/DisabilityN/AImmediately vests in full; paid as soon as practicable
Change in ControlCompanyImmediately vest in full; paid in connection with closing of the transaction
The table above summarizes treatment of the Retention Bonus following termination of employment in various scenarios and is qualified entirely by the terms of the Retention Agreement.
The revision approved by Olin’s Compensation Committee is as follows:
•If you work continuously through July 31, 2025 and continue to provide full support to the successful transition of your successor, and
•Remain “on call” to the Company through December 31, 2025 - the full amount of your retention bonus will vest as normal and be paid to you within 30 days of each vesting date. This includes the 40% that will vest on January 1, 2026.
•All other provisions of the original retention agreement signed by you remain in effect.

If you agree to the terms of this revision to your retention agreement, please sign and date this letter and return it to Valerie Peters no later than January 3, 2025.



Regards,                                Agreed:

/s/ Ken Lane                                /s/ Dana O’Brien        

President, & CEO                            Dana O’Brien, SVP & CLO


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Document and Entity Information
Dec. 05, 2024
Cover [Abstract]  
Entity Registrant Name OLIN CORPORATION
Entity Central Index Key 0000074303
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 05, 2024
Entity Incorporation, State or Country Code VA
Entity File Number 1-1070
Entity Tax Identification Number 13-1872319
Entity Address, Address Line One 190 Carondelet Plaza,
Entity Address, Address Line Two Suite 1530
Entity Address, City or Town Clayton,
Entity Address, State or Province MO
Entity Address, Postal Zip Code 63105
City Area Code 314
Local Phone Number 480-1400
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $1.00 par value per share
Trading Symbol OLN
Security Exchange Name NYSE
Entity Emerging Growth Company false
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