Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On September 27, 2021, Gray G. Benoist, W. Barnes Hauptfuhrer and John M. B. O'Connor, non-executive Directors of Olin Corporation ("Olin"), each advised Olin of his decision to resign from Olin's Board of Directors and the Board Committees on which they served, effective immediately. Messrs. Benoist's, Hauptfuhrer's and O'Connor's decisions to resign were not related to any disagreement with Olin on any matter relating to Olin's operations, policies or practices.

(d) On September 30, 2021, Olin's Board elected Matthew S. Darnall and W. Anthony Will as Directors, effective immediately. Mr. Darnall was also selected to serve on the Audit Committee and the Directors and Corporate Governance Committee of Olin's Board. Mr. Will was also selected to serve on the Compensation Committee and the Directors and Corporate Governance Committee of Olin's Board.

No arrangement or understanding exists between Mr. Darnall or Mr. Will and any other person or persons pursuant to which either was elected as a Director. Neither Mr. Darnall, Mr. Will nor any member of his respective immediate family is a party to any transactions or proposed transactions requiring disclosure under Item 404(a) of Regulation S-K. Olin will take all such action as may be necessary to include these individuals as nominees to Olin's Board at its 2022 annual meeting of shareholders.

Messrs. Darnall and Will each will be compensated for board services in the same manner as other members of Olin's Board as described in Olin's annual proxy statement filed with the U.S. Securities and Exchange Commission on March 2, 2021.

A copy of the press release announcing the elections of Mr. Darnall and Mr. Will is attached as Exhibit 99.1 and incorporated by reference into this Item 5.02.

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

Olin's Board approved an amendment to Article II, Section 1 of Olin's Bylaws to decrease the size of Olin's Board from 11 to 10 directors, effective September 30, 2021.

A copy of the amended Bylaws is filed as Exhibit 3.1 and incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.



    (d) Exhibit No.     Exhibit
          3.1             Bylaws of Olin Corporation as amended effective September 30, 2021
         99.1             Press Release announcing changes to Olin's Board of Directors, dated
                        September 30, 2021
          104           Cover Page Interactive Data File (embedded within the Inline XBRL
                        document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses