Olin (OLN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 1, 2025, to elect nine directors, approve executive compensation, and ratify the external auditor for 2025.

• Shareholders can vote online, by phone, or by proxy card, with a record date of March 3, 2025.

• In 2024, the company maintained market leadership, generated $408.4M in levered free cash flow, repurchased 5.9M shares, and completed the White Flyer Targets acquisition.

• Safety performance improved in Winchester, but chemical business process safety targets were not met; sustainability progress included a 4% carbon emission reduction and a revised 2030 target.

Voting matters and shareholder proposals

• Proposals include electing nine directors, an advisory vote on executive compensation, and ratifying KPMG as the independent auditor.

• Shareholders may submit proposals for the 2026 meeting by November 21, 2025, for proxy inclusion, or by January 1, 2026, for direct presentation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Nine director nominees, including one new nominee, with a focus on diverse skills in leadership, finance, risk, and ESG.

• All but the CEO are independent under NYSE standards.

• Board separated CEO and Chairman roles in 2024 to enhance independent oversight.

• Board and committees conduct annual evaluations; all directors attended 100% of meetings in 2024.

• Board committees include Audit, Compensation, Nominating and Governance, and Executive, each with defined charters and responsibilities.