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0000074303false00000743032024-02-152024-02-15

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): February 15, 2024

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 63105
(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 class Trading Symbol Name of each exchange on which registered
Common Stock, $1.00 par value per share 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-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

On February 19, 2024, Olin Corporation (“Olin”) announced that the Board of Directors of Olin (the “Board”) has appointed Kenneth Lane, 55, as President and Chief Executive Officer of Olin, effective as of March 18, 2024 (the “Effective Date”). Mr. Lane will succeed Scott M. Sutton, who will be stepping down as President and Chief Executive Officer and Director of Olin on the Effective Date. The Board has also elected Mr. Lane to the Board, effective as of the Effective Date, to fill the vacancy created by Mr. Sutton stepping down and to serve until the next annual shareholder meeting.

Mr. Lane’s Biographical Information

Mr. Lane is Executive Vice President, Global Olefins and Polyolefins (O&P) at LyondellBasell, one of the world’s largest plastics, chemicals and refining companies, with manufacturing and commercial responsibilities for the O&P Americas, and O&P Europe, Asia and International segments as well as global procurement. Preceding this assignment, Mr. Lane served as Executive Vice President of Global O&P for three years and as interim CEO in early 2022. Prior to LyondellBasell, Mr. Lane was with BASF for 13 years where he held senior executive leadership positions in Polyurethanes, Monomers and Catalysts. Before BASF, Mr. Lane served in a variety of operations, strategy and commercial positions at BP Chemicals and various technical and operations roles at Amoco Chemical Corporation. Over the course of his career, Mr. Lane served in various leadership roles in the United States, Malaysia, the United Kingdom, China and Belgium.

Mr. Lane holds a Bachelor of Science in civil engineering from Clemson University and a Master of Science in management from the University of Alabama Huntsville.

There is no family relationship between Mr. Lane and any of Olin’s directors or executive officers. Mr. Lane has no interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Offer Letter with Mr. Lane

On February 15, 2024, Olin signed an offer letter with Mr. Lane (the “Offer Letter”). The Offer Letter provides that Mr. Lane will serve as Olin’s President and Chief Executive Officer from and after the Effective Date, reporting solely to the Board. The Offer Letter further states that he will be appointed to the Board effective as of the Effective Date, and that it is expected that he will be elected to the Board at Olin’s 2024 Annual Meeting of Shareholders. Pursuant to the Offer Letter, Mr. Lane will receive (a) a base salary at the rate of $1,100,000 per year, (b) a 2024 annual target incentive opportunity pursuant to Olin’s Short-Term Incentive Plan equal to 130% of annual base salary (with a maximum amount equal to 200% of target amount) prorated from his start date, and (c) subject to the approval of the Compensation Committee of the Board, a 2024 annual long-term incentive award pursuant to Olin’s 2021 Long-Term Incentive Program with a target grant date value of $7,000,000 (such value to be determined in accordance with Olin’s typical practices for similar awards), with such award value to be allocated 50% to stock options (not to exceed the annual per participant limits under Olin’s 2021 Long Term Incentive Plan) and the balance to performance shares (with such performance shares divided equally between units awarded based on (i) relative total shareholder return and (ii) achievement of net income targets, each over a three year period).

In connection with the start of Mr. Lane’s employment with Olin, the Offer Letter provides for a one-time grant of 200,000 restricted stock units (the “Initial Equity Award”) under the Olin 2021 Long-Term Incentive Plan subject to the terms and conditions set forth in the award certificate and description attached to the Offer Letter. The Initial Equity Award will vest subject to Mr. Lane’s continued employment at Olin over a three-year period.




Mr. Lane will be required to relocate to Olin’s headquarters in Clayton, Missouri, in connection with his commencement of employment. In connection with such relocation, Mr. Lane will receive reimbursement under Olin’s corporate relocation policy, which will be subject to repayment if he voluntarily terminates employment within 24 months of the Effective Date. The Offer Letter also provides that Mr. Lane will be eligible for certain other benefits generally provided to other senior executives of Olin, including eligibility for benefits under the Olin’s Severance Plan for Section 16(b) Officers and the Olin’s Change in Control Severance Plan for Section 16(b) Officers in connection with a qualified termination of his employment. As of the Effective Date, Mr. Lane will not receive any additional compensation from Olin for his service as a member of the Board.

In addition, as President and Chief Executive Officer, Mr, Lane will be subject to Olin’s Management Stock Ownership Guidelines, as in effect from time to time which, based on current terms, will require Mr. Lane to hold shares of Olin common stock with a value of at least six times his annual base salary. He will have five years from the start of his employment to satisfy the guidelines.

The foregoing summary of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter (including the award certificate and description for the Initial Equity Award, attached thereto), which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Item 8.01. Other Events

On February 19, 2024, Olin issued a press release announcing Mr. Lane’s appointment as President and Chief Executive Officer, and as a member of the Board of Olin. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibit No.
Exhibit
10.1
99.1
104 Cover 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/ Dana O’Brien
Name: Dana O’Brien
Title: Senior Vice President, General Counsel and Secretary

Date: February 20, 2024

EX-10.1 2 exhibit101-offerletterdate.htm OFFER LETTER DATED FEBRUARY 15, 2024 Document

Exhibit 10.1
image_0.jpg
190 Carondelet Plaza, Suite 1530, Clayton, MO 63105

February 15, 2024
Mr. Kenneth Lane
Dear Mr. Lane,
I am pleased to confirm our verbal offer of employment to you as President and Chief Executive Officer for Olin Corporation (“Olin” or the “Company”). Following your start date, you will be required to devote your full time and attention to this position and will be required to relinquish any other employment other than one non-executive Board position at a publicly traded company. You will report solely to the Board of Directors (the “Board”) and will be appointed to the Board effective as of your Start Date and it is expected you will be elected at the Board meeting following Olin’s 2024 Annual Meeting of Shareholders, although the Board cannot guarantee such an election. Your position will be based in Clayton, Missouri at Olin’s Corporate Headquarters, with certain business travel required by your position.

Following acceptance and subject to the contingencies discussed below, your start date will be on or before March 18, 2024 (the date you commence employment, the “Start Date”).

BASE COMPENSATION
The offer consists of base compensation at the initial rate of $1,100,000/per year payable semimonthly via electronic funds transfer. All amounts payable to you by Olin will be subject to applicable withholding as required by law.

For the avoidance of doubt, you will not be entitled to earn any additional compensation in respect of your service as a Board member.

RELOCATION REIMBURSEMENT
In addition to your base compensation, relocation to the St. Louis, Missouri area will be covered in accordance with Olin’s corporate Relocation Policy. If you should voluntarily terminate your employment within twenty-four (24) months following the Start Date, you will be required to repay the Relocation Reimbursements, minus the amount of any taxes withheld by Olin.

INITIAL EQUITY AWARD
The offer also includes a one-time grant of 200,000 restricted stock units (the “Initial Equity Award”) under the Olin 2021 Long Term Incentive Plan (the “LTIP”), subject to the terms and conditions set forth in the award certificate and description attached hereto as Exhibit A and the Olin Corporation 2021 Long Term Incentive Plan (the “Plan”). The Initial Equity Award will be granted on or promptly following the Start Date, subject to your commencement of employment, and shall vest in accordance with the vesting schedule set forth below and in accordance with the terms and conditions of the award agreement and the Plan.

•First Anniversary of Start Date:          50,000 Restricted Stock Units
•Second Anniversary of Start Date:    50,000 Restricted Stock Units
•Third Anniversary of Start Date:         100,000 Restricted Stock Units

SHORT-TERM INCENTIVE PROGRAM
Subject to your continued employment, beginning in 2024 you will participate in Olin’s Short-Term Incentive Program (the “STIP”). The STIP includes both financial and non-financial measures to determine your actual STIP payout each year. The 2024 annual short-term incentive target amount will be 130% of your 2024 base compensation ($1,430,000). In no event will the actual STIP payout exceed 200% of the target amount. The approved 2024 targets are: 50% Adjusted EBITDA, 30% Levered Free Cash Flow and 20% Non-Financial Objectives. Any earned 2024 STIP award will be prorated from the Start Date. Olin reserves the right to change, modify or terminate the STIP at any time.

LONG-TERM INCENTIVE PROGRAM
Beginning in 2024, you will be eligible to participate in Olin’s Long-Term Incentive Program, subject to the terms and conditions set forth therein.



Subject to your continued employment and the approval of the Compensation Committee of the Board, you will be eligible for a 2024 long-term incentive award with a target grant date value of $7,000,000 (determined consistent with the methodology that Olin uses for similar awards), which will be delivered half in the form of stock options and half in performance shares (in each case, not to exceed the annual per participant limits under Olin’s 2021 Long Term Incentive Plan; provided that to the extent such awards exceed such limits, you will be provided with an Other Stock-Based Award (as defined in the LTIP), or cash award, of comparable value). Consistent with Olin’s current Performance Share Program, performance shares will be divided equally between (i) units based on relative total shareholder return and (ii) units based on achievement of net income targets, each over a three (3) year period ending December 31, 2026.

STOCK OWNERSHIP AND RESTRICTIONS
To align our executives’ interests with those of our shareholders, Olin expects senior leaders to maintain equity ownership in the Company commensurate with their position. You will be subject to Olin’s Management Stock Ownership Guidelines applicable to your position of President and CEO. The current target ownership level for your position is equity worth six (6) times your annual base salary and you will have five (5) years to achieve the target ownership level. Olin’s Management Stock Ownership Guidelines, as in effect from time to time, will detail how ownership is calculated.

As President and CEO of Olin, you will be subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as well as various other restrictions under the securities laws and Olin’s company policies on insider trading and hedging and pledging.

SEVERANCE AND CHANGE IN CONTROL MATTERS
As President and CEO of Olin, you will be eligible for benefits under Olin’s Severance Plan for Section 16(b) Officers and Olin’s Change in Control Severance Plan for Section 16(b) Officers, as each may be amended, modified, or terminated from time to time.

BENEFITS
You will be eligible for benefits generally available to other senior executives of Olin (other than any plans that, by their terms, are closed to new hires), including Retirement, Medical, Dental and Vision Insurance, Flexible Spending Account, Short and Long Term Disability Benefits, Life Insurance, Accidental Death and Dismemberment Insurance, Travel Accident Insurance, Educational Assistance, an Employee Assistance Plan and Paid Time Off and other voluntary programs. The details of each portion of the benefits, including options, effective dates and employee contributions are contained in the Olin benefits packet, to be provided prior to your employment orientation.

CLAWBACK POLICY
As President and CEO of Olin, you are subject to the Olin Executive Officer Clawback Policy. This policy applies to all Section 16 Officers. The policy is compliant with the NYSE Listing Standard that went into effect October 2, 2023.

GOVERNING LAW
This offer letter is governed by the laws of the State of Missouri.

SECTION 409A
This offer letter is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Section 409A”) or is exempt therefrom, and accordingly, to the maximum extent permitted, this letter will be interpreted to be in accordance therewith. To the extent required by Section 409A, any payment or benefit that would be considered deferred compensation subject to, and not exempt from, Section 409A, payable or provided upon a termination of your employment, will only be paid or provided to you upon your separation from service (within the meaning of Section 409A), and subject to any necessary delay due to your status as a “specified employee” (within the meaning of Section 409A). For purposes of Section 409A, each payment hereunder will be deemed to be a separate payment as permitted under Treasury Regulation Section 1 .409A-2(b)(2)(iii). With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits will not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments will be made on or before the last business day of your taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.

EMPLOYMENT CONTINGENCIES
You will be subject to the standard pre-employment requirements applicable to newly hired senior executives of Olin, and you must execute the Employee Agreement Relating to Confidentiality and Intellectual Property on or prior to your start date.


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You must also be able to meet the employment eligibility requirements of the Federal Immigration Reform and Control Act of 1986. You must complete Section 1 of the I-9 form on or before your first day of employment. You will then complete the process when you start employment by providing the physical documentation. A list of acceptable documents will be provided to you prior to onboarding.

This offer letter does not constitute an employment contract but is intended to provide a general outline of the terms of your “at-will” employment. Olin may terminate the employment relationship for any lawful reason at any time, with or without notice, subject to Olin’s severance obligations (to the extent applicable). You should also understand that you will be obligated to follow all rules and regulations of the Company, and that properly designated Company employees may search your person or property while you are on the Company premises or otherwise on Company business.

Upon your acceptance of this contingent offer of employment, please sign and date this letter and return it to me by February 19, 2024.

We look forward to your employment with Olin and to a rewarding career.

Sincerely,

/s/ William H. Weideman

William H. Weideman
Olin Corporation
Lead Director




Accepted and agreed:

/s/ Kenneth Lane
Kenneth Lane



February 15, 2024
Date



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Exhibit A to Olin CEO Offer Letter
OLIN CORPORATION
2021 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD

This certificate certifies that the employee named below has been awarded on the date hereof the number of Restricted Stock Units shown below.
Subject to the terms and conditions of the Olin Corporation 2021 Long Term Incentive Plan and related Award Description and the rules adopted by the Committee administering such Plan, this certificate will entitle the recipient following employment through the Vesting Date, to a payment of one share of Olin Common Stock for each Restricted Stock Unit awarded.
Employee: Kenneth Lane
Grant Date: March [●], 2024
Number of Restricted Stock Units: 200,000 Restricted Stock Units
Vesting Schedule:

•First Anniversary of Start Date:           50,000 Restricted Shares
•Second Anniversary of Start Date:     50,000 Restricted Shares
•Third Anniversary of Start Date:         100,000 Restricted Shares

OLIN CORPORATION
By the Compensation Committee

___________________________
William H. Weideman
Chairman of the Board of Directors The terms and conditions of these Restricted Stock Units are contained in the Award Certificate evidencing the grant of such Award, this Award Description, and the Olin Corporation 2021 Long Term Incentive Plan (the “Plan”).

EMPLOYEE
___________________________
Kenneth Lane



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DESCRIPTION OF
RESTRICTED STOCK UNIT AWARD
GRANTED UNDER THE
OLIN CORPORATION 2021 LONG TERM INCENTIVE PLAN
Terms

Definitions

Capitalized terms used but not defined herein have the meanings specified in the Plan.

Vesting and Payment
a.The Restricted Stock Units shall vest in accordance with the vesting schedule below:
•.First Anniversary of Start Date: 50,000 Restricted Shares
•Second Anniversary of Start Date: 50,000 Restricted Shares
•Third Anniversary of Start Date: 100,000 Restricted Shares
Each of the dated above, a “Vesting Date”.
b.Except as otherwise provided in the Plan or in this Award Description, your interest in the Restricted Stock Units awarded to you will vest only at the close of business on each Vesting Date for the number of Restricted Stock Units set to vest on that date in accordance with Section 3(a), if you are employed by Olin from the grant date through each Vesting Date.
c.Each vested Restricted Stock Unit shall be payable by delivery of one share of Olin Common Stock (subject to adjustment as provided in the Plan), except as otherwise provided in the Plan.
d.Each outstanding Restricted Stock Unit shall accrue Dividend Equivalents (amounts equivalent to the cash dividends payable in cash), deferred in the form of cash. Such Dividend Equivalents shall be paid only when and if the Restricted Stock Unit on which such Dividend Equivalents were accrued vests. To the extent a Restricted Stock Unit does not vest or is otherwise forfeited, any accrued and unpaid Dividend Equivalents shall be forfeited.
e.Except as otherwise specifically provided in the Plan, the total number of Restricted Stock Units (and Dividend Equivalents) that vest as of each Vesting Date shall be paid on or as soon as administratively feasible after such Vesting Date, but no later than March 15th of the calendar year following the calendar year of each Vesting Date.
f.Restricted Stock Units shall carry no voting rights nor, except as specifically provided herein, be entitled to receive any dividends or other rights enjoyed by shareholders.
Termination of Employment
a.Any Restricted Stock Units not yet vested shall be forfeited if your employment terminates either for cause or without Olin’s written consent. If your employment should terminate before the applicable Vesting Date without cause and with Olin’s written consent or by virtue of your death or total disability or retirement under an Olin benefit plan, the Committee shall determine, in its sole discretion, which outstanding Restricted Stock Units not yet vested (including Dividend Equivalents), if any, shall not be forfeited provided that if you are not a Section 16 officer or director of Olin when your employment terminates, the Chief Executive Officer of Olin shall be authorized to make such determination.


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b.With respect to any non-forfeited Restricted Stock Units (and Dividend Equivalents) of a terminated Participant relating to incomplete Vesting Period, you will receive shares in payment of such Restricted Stock Units (and related Dividend Equivalents) on or as soon as administratively feasible after your termination, but no later than March 15th of the calendar year following the calendar year of your termination, subject to the provisions of the Plan.
Tax Withholding
1.Olin will withhold from the payout of the Restricted Stock Units (and/or related Dividend Equivalents) the amount necessary to satisfy your federal, state and local withholding tax requirements.
Miscellaneous
a.By accepting the Award of Restricted Stock Units, you agree that such Award is special compensation, and that any amount paid will not affect:
i.The amount of any pension under any pension or retirement plan in which you participate as an employee of Olin,
ii.The amount of coverage under any group life insurance plan in which you participate as an employee of Olin, or
iii.The benefits under any other benefit plan or any kind heretofore or hereafter in effect, under which the availability or amount of benefits is related to compensation.
b.To the extent any provision of this Award Description would subject Participant to liability for interest or additional taxes under Code Section 409A, it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. It is intended that this Award will be exempt from Code Section 409A (or to the extent applicable, comply with Code Section 409A), and this Award Description shall be interpreted and construed on a basis consistent with such intent. This Award Description may be amended in any respect deemed necessary (including retroactively) by the Committee in order to preserve exemption (or, if applicable, compliance) with Code Section 409A.
c.This provision under Section 6(c) shall apply if any right you may have pursuant to this Award is considered deferred compensation under Code Section 409A.
i.Notwithstanding Section 3(e), the payment made under Section 3(e) shall be paid no later than 60 days after the Vesting Date.
ii.Notwithstanding Section 4(b), and subject to paragraph (iii) below, the payment made under Section 4(b) shall be paid no later than 60 days after your termination.
iii.If you are a Specified Employee (as defined and determined under Code Section 409A) at the time you become entitled to payment under Section 5(b), then no payment which is payable upon your termination of employment as determined under Code Section 409A and not subject to an exception or exemption thereunder, shall be paid to you until the date that is six (6) months after your termination. Any such payment that would otherwise have been paid to you during this six-month period shall instead be paid to you on or as soon as administratively feasible following the date that is six (6) months after your termination, but no later than 60 days after such date. Until payment, you will continue to accrue Dividend Equivalents on the Restricted Stock Units as provided in Section 3(d).
iv.A “termination of employment”, “termination”, or “retirement” (or other similar term having a similar import) under this Award shall have the same meaning as a “separation from service” as defined in Code Section 409A.


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EX-99.1 3 exhibit991-pressrelease.htm PRESS RELEASE DATED FEBRUARY 19, 2024 Document

Exhibit 99.1

Investor Contact: Steve Keenan
(314) 719-1755
InvestorRelations@Olin.com

olinlogoa.jpgNews
Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105


Olin Announces New CEO

Clayton, MO, February 19, 2024 – Olin Corporation (NYSE: OLN) today announced the Board of Directors has appointed Kenneth Lane as President and Chief Executive Officer and Director of Olin Corporation effective March 18, 2024. Scott Sutton will step down as President, Chief Executive Officer and Director effective the same day and will work with Mr. Lane to facilitate a smooth transition of leadership responsibilities.

Olin also announced Mr. Sutton stepped down as Executive Chairman of the Board of Directors, and William Weideman was appointed Chairman, effective February 16, 2024.

Mr. Lane comes to Olin from LyondellBasell, a NYSE traded company, one of the world’s largest plastics, chemicals, and refining companies, where he served as Executive Vice President of Global Olefins and Polyolefins. Prior to joining LyondellBasell in 2019, Mr. Lane was with BASF for 13 years where he held senior executive leadership positions across a diverse array of businesses including Polyurethanes, Monomers and Catalysts. Prior to joining BASF, he served in a variety of operations, strategy and commercial positions at BP Chemicals as well as various technical and operations roles at Amoco Chemical Corporation. Mr. Lane has extensive international experience having worked in the United States, Malaysia, the United Kingdom, China and Belgium.

Mr. Lane holds a Bachelor of Science in civil engineering from Clemson University and a Master of Science in management from the University of Alabama Huntsville.

“Ken is a performance-driven leader with more than 30 years of experience leading a wide variety of both commodity and specialty chemicals businesses and has a proven track record of delivering both strong results and growth. The Board is delighted to have Ken join the Olin team and we look forward to working together to continue to drive the Company’s strategy while maintaining our disciplined capital allocation approach focused on creating shareholder value,” said William Weideman, Chairman of the Board of Directors.

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“I am honored and excited to lead Olin Corporation and build on its strong foundation. Olin has tremendous potential for the future, and I look forward to leveraging the Company’s industry leading positions, strong manufacturing base, steady cash generative operating model and exceptional talent to drive growth and higher shareholder value,” said Mr. Lane
OLIN COMPANY DESCRIPTION
Olin Corporation is a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. The chemical products produced include chlorine and caustic soda, vinyls, epoxies, chlorinated organics, bleach, hydrogen, and hydrochloric acid. Winchester’s principal manufacturing facilities produce and distribute sporting ammunition, law enforcement ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

Visit www.olin.com for more information on Olin.


FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements. These statements relate to analyses and other information that are based on management's beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. The statements contained in this communication that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the words "anticipate," "intend," "may," "expect," "believe," "should," "plan," "outlook," "project," "estimate," "forecast," "optimistic," “target,” and variations of such words and similar expressions in this communication to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s intent to repurchase, from time to time, the Company’s common stock. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. The payment of cash dividends is subject to the discretion of our board of directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial conditions, our capital requirements and other factors deemed relevant by our board of directors. In the future, our board of directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.

The risks, uncertainties and assumptions involved in our forward-looking statements, many of which are discussed in more detail in our filings with the SEC, including without limitation the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2022, and our Quarterly Reports on Form 10-Q and other reports furnished or filed with the SEC, include, but are not limited to, the following:

Business, Industry and Operational Risks
•sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us;
•declines in average selling prices for our products and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;
•unsuccessful execution of our strategic operating model, which prioritizes Electrochemical Unit (ECU) margins over sales volumes;
•failure to control costs and inflation impacts or failure to achieve targeted cost reductions;
•our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation;
•the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions, production hazards and weather-related events;
•availability of and/or higher-than-expected costs of raw material, energy, transportation, and/or logistics;
•the failure or an interruption of our information technology systems;
•failure to identify, attract, develop, retain and motivate qualified employees throughout the organization and ability to manage executive officer and other key senior management transitions;
•our inability to complete future acquisitions or joint venture transactions or successfully integrate them into our business;
•risks associated with our international sales and operations, including economic, political or regulatory changes;
•the negative impact from a public health crisis, such as a pandemic, epidemic or outbreak of infectious disease, including the COVID-19 pandemic and the global response to the pandemic, including without limitation adverse impacts in complying with governmental mandates;
•our indebtedness and debt service obligations;
•weak industry conditions affecting our ability to comply with the financial maintenance covenants in our senior credit facility;
•adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital;
•the effects of any declines in global equity markets on asset values and any declines in interest rates or other significant assumptions used to value the liabilities in, and funding of, our pension plans;
•our long-range plan assumptions not being realized causing a non-cash impairment charge of long-lived assets;

Legal, Environmental and Regulatory Risks
•changes in, or failure to comply with, legislation or government regulations or policies, including changes regarding our ability to manufacture or use certain products and changes within the international markets in which we operate;
•new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities;
•unexpected outcomes from legal or regulatory claims and proceedings;
•costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;
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•various risks associated with our Lake City U.S. Army Ammunition Plant contract and performance under other governmental contracts; and
•failure to effectively manage environmental, social and governance (ESG) issues and related regulations, including climate change and sustainability.

All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.


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