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BCS

Current Report · Items 5.07, 7.01, 9.01 · 8-K

Olin Corp.

OLNNYSEEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

Item 5.07 Submission of Matters to a Vote of Security Holders As previously disclosed, on June 15, 2026, Olin Corporation, a Virginia corporation (“Olin”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Huntsman Corporation, a Delaware corporation (“Huntsman”), Olympus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Olin (“First Merger S…

Filed Aug 25, 2026Accepted Aug 25, 2026, 4:45 PM EDTCIK 74303Accession 0001193125-26-365252
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Company context

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, industrial cartridges, and clay targets.

Current securities

Recent company filings

  1. Entry into a Material Definitive AgreementNov 4, 2026
  2. 10-Q filingOct 30, 2026
  3. Results of Operations and Financial ConditionOct 29, 2026
  4. Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementOct 28, 2026
  5. Other EventsAug 18, 2026

Registered securities in this filing

OLIN Corp · 8-K · Filed 2026-08-25

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $1.00 par value per share

Symbol
OLN
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: duration_2026-08-25_to_2026-08-25

Dimensions: Not supplied

Accession 000119312526365252 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders As previously disclosed, on June 15, 2026, Olin Corporation, a Virginia corporation (“Olin”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Huntsman Corporation, a Delaware corporation (“Huntsman”), Olympus Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Olin (“First Merger Sub”), and Hook Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Olin (“Second Merger Sub”), providing for, on the terms and subject to the conditions included in the Merger Agreement, the merger of equals business combination of Olin and Huntsman, either (a) through the merger of Huntsman with and into Olin, with Olin as the surviving entity (the “Direct Merger”), or (b) through (i) the merger of First Merger Sub with and into Huntsman (the “First Subsidiary Merger”), with Huntsman surviving as a direct, wholly owned subsidiary of Olin (the “Initial Surviving Company”), and (ii) immediately following the First Subsidiary Merger, and as part of the same overall transaction as the First Subsidiary Merger, the Initial Surviving Company will be merged with and into Second Merger Sub (the “Second Subsidiary Merger” and, together with the First Subsidiary Merger, the “Subsidiary Merger”), with Second Merger Sub surviving as a direct wholly owned subsidiary of Olin (we collectively refer to the Direct Merger and the Subsidiary Merger as the “Merger”). On August 25, 2026, Olin held a virtual special meeting of its shareholders (the “Special Meeting”) to vote on the proposals identified in the definitive joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 13, 2026, which was first mailed to Olin’s shareholders on or about July 13, 2026. Each shareholder of record was entitled to one vote per share of common stock on each proposal. As of the close of business on July 9, 2026, the record date for the Special Meeting, there were 113,982,490 shares of common stock, par value $1.00 per share, of Olin (“Olin Common Stock”) issued and outstanding and entitled to vote at the Special Meeting. 95,428,141 shares of Olin Common Stock, representing approximately 84% of all of Olin Common Stock issued and outstanding and entitled to vote at the Special Meeting as of the record date, were present or represented by proxy at the Special Meeting, constituting a quorum to conduct business. The final voting results with respect to each proposal are set out below: Proposal 1 - Approve the Direct Merger The proposal to approve the Merger Agreement and the related plan of merger providing for the Direct Merger, including the issuance of shares of Olin Common Stock in connection with the Direct Merger (the “Direct Merger Proposal”). Olin’s shareholders approved the Direct Merger Proposal as follows: Votes For Votes Against Votes Abstained Broker Non-Votes ──────────────────────────────────────────────────────────────────────────── 92,038,804 3,111,350 277,987 — Proposal 2 - Approve the Subsidiary Merger The proposal to approve the issuance of shares of Olin Common Stock in connection with the Subsidiary Merger (the “Subsidiary Merger Proposal”). Olin’s shareholders approved the Subsidiary Merger Proposal as follows: Votes For Votes Against Votes Abstained Broker Non-Votes ──────────────────────────────────────────────────────────────────────────── 91,954,959 3,190,072 283,110 — Proposal 3 - Conduct an advisory vote to approve the compensation for named executive officers The proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Olin’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement. Olin’s shareholders approved the proposal as follows: Votes For Votes Against Votes Abstained Broker Non-Votes ──────────────────────────────────────────────────────────────────────────── 87,862,384 7,105,019 460,738 — In connection with the Special Meeting, Olin also solicited proxies with respect to the approval of one or more adjournments of the Special Meeting to a later date or time, if necessary or appropriate, including adjournments to permit the solicitation of additional votes or proxies if there were not sufficient votes cast at the Special Meeting to approve the Direct Merger Proposal or the Subsidiary Merger Proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Direct Merger Proposal and the Subsidiary Merger Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the shareholders for approval at the Special Meeting.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure On August 25, 2026, Olin and Huntsman issued a joint press release announcing the preliminary results of the Special Meeting and the preliminary results of a special meeting of Huntsman’s stockholders also held on August 25, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Based on the voting results at the Special Meeting and at the special meeting of Huntsman stockholders, and assuming satisfaction of all other conditions to closing, the parties will implement the business combination through the Direct Merger. The information in this Item 7.01, including Exhibit 99.1, is being furnished to the SEC and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) d359151dex991.htm

EX-99.1 2 d359151dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 OLIN and HUNTSMAN Shareholders Approve Transformative Merger of Equals CLAYTON, Missouri and THE WOODLANDS, Texas, Aug. 25, 2026 /PRNewswire/ - Olin Corporation (NYSE: OLN) and Huntsman Corporation (NYSE: HUN) today announced that their respective shareholders have approved the proposals necessary to complete the companies’ previously announced all-stock merger of equals. “We greatly appreciate the strong support of Olin and Huntsman shareholders as we reach this important milestone,” said Ken Lane, President and Chief Executive Officer of Olin. “OlinHuntsman Corporation will be a more value-focused chemicals company with a world-scale vertically integrated platform that is better positioned to serve customers across the value chain and deliver resilient financial performance. We are committed to completing the remaining steps to close the transaction, and to delivering long-term value for our shareholders, customers, employees, and communities as one company.” “OlinHuntsman will be better positioned to compete in an increasingly global industry, delivering value, adding products and greater service for customers,” s…

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