Sector: Materials
OLIN CORP · Meeting: April 30, 2026
Directors FOR
3
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Election of Eight Directors
Against Analysis
Ms. Babcock has served since June 2019 — her tenure fully overlaps the 3-year underperformance period; Olin's stock has fallen roughly 51% over 3 years while the company's own peer group declined only about 10%, a gap of approximately 41 percentage points, which exceeds the 20-percentage-point trigger threshold for companies with negative absolute 3-year returns; the 5-year check does not provide relief because Olin's 5-year stock return of -30% also underperforms the peer median of -16% by about 14 percentage points, which exceeds the same 20-point threshold, confirming sustained multi-year underperformance rather than a temporary trough.
Mr. Darnall has served since September 2021 — his tenure meaningfully overlaps the 3-year underperformance period; the approximately 41-percentage-point gap between Olin's 3-year stock return (-51%) and the peer group median (-10%) exceeds the 20-point trigger threshold, and the 5-year check also shows underperformance beyond the threshold, confirming the issue is not transient.
Mr. Shipp has served since October 2017 — his tenure fully overlaps the 3-year underperformance period; the approximately 41-percentage-point gap between Olin's 3-year stock return and the peer group median exceeds the 20-point trigger threshold, and the 5-year check also confirms underperformance beyond the threshold, indicating sustained rather than temporary underperformance.
Mr. Weideman has served since October 2015 and serves as Non-Executive Chairman — his long tenure fully overlaps and he bears direct accountability for the 3-year underperformance period; the approximately 41-percentage-point gap between Olin's 3-year stock return (-51%) and the peer group median (-10%) far exceeds the 20-point trigger threshold, and the 5-year check also shows underperformance beyond the threshold, confirming sustained multi-year value destruction relative to chemical-sector peers.
Ms. Williams has served since October 2015 — her long tenure fully overlaps the 3-year underperformance period; the approximately 41-percentage-point gap between Olin's 3-year stock return and the peer group median exceeds the 20-point trigger threshold, and the 5-year check also confirms sustained underperformance beyond the threshold, meaning the longer track record does not provide the mitigant that would allow a downgrade from AGAINST to FOR.
For Analysis
Gen. Daly joined the board in March 2025, which is within the 24-month exemption window under our policy, so he is exempt from the TSR underperformance trigger; he brings relevant defense, logistics, and large-organization leadership experience appropriate for a company with significant Winchester ammunition operations.
Mr. Lane joined the board in March 2024, which is within the 24-month exemption window under our policy, so he is exempt from the TSR underperformance trigger; as incoming CEO he cannot reasonably be held accountable for underperformance that predates his appointment.
Ms. Piggott joined the board in June 2023, which is within the 24-month exemption window under our policy, so she is exempt from the TSR underperformance trigger; her background as a former CFO of a major railroad brings relevant financial and operational expertise.
Four of the eight director nominees (Babcock, Darnall, Shipp, Weideman, Williams) receive AGAINST votes because their tenures fully overlap a period in which Olin's stock lost roughly half its value while the company's own disclosed peer group of chemicals companies declined only modestly — a gap of about 41 percentage points that far exceeds the 20-point policy trigger for companies with negative absolute 3-year returns; the 5-year check does not rescue these votes because the longer-term record shows similar underperformance. The three newest directors (Lane, Piggott, and Daly) are within the 24-month exemption window and receive FOR votes.
CEO
Kenneth T. Lane
Total Comp
$9,798,424
Prior Support
94.3%%
CEO Kenneth Lane received total compensation of approximately $9.8 million in 2025, which is within a reasonable range for a CEO at a $2.7 billion Basic Materials company; the compensation structure is heavily performance-based — roughly 74% of the CEO's pay is variable and tied to financial and stock performance goals, which meets the policy's requirement that at least 50-60% of pay be performance-linked. The company's 2023-2025 performance share award cycle resulted in only about 6% of target shares being earned due to poor relative stock performance, demonstrating that the incentive plan actually worked as intended by reducing executive payouts when shareholders suffered losses; the prior-year advisory vote drew 94.3% support, which is a strong signal of shareholder satisfaction with the pay program's design.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$5,105,000
Non-Audit Fees
$0
KPMG received $5,105,000 in audit fees for 2025 and zero dollars in non-audit fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of Olin's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material financial restatements were identified.
Meeting held April 30, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Beverley A. Babcock | 99.1% | 84.2M | 775,366 | ✓ Elected |
| Edward M. Daly | 98.9% | 84.0M | 930,844 | ✓ Elected |
| Kenneth T. Lane | 98.8% | 84.0M | 1.0M | ✓ Elected |
| Earl L. Shipp | 98.7% | 83.9M | 1.1M | ✓ Elected |
| William H. Weideman | 98.5% | 83.7M | 1.2M | ✓ Elected |
| Matthew S. Darnall | 98.1% | 84.4M | 1.6M | ✓ Elected |
| Julie A. Piggott | 98.0% | 83.3M | 1.7M | ✓ Elected |
| Carol A. Williams | 96.2% | 81.7M | 3.2M | ✓ Elected |
Broker non-votes: 13.7M
Say on Pay
For 81.0M · Against 3.8M · Abstain 316,029
Auditor Ratification
For 81.0M · Against 3.8M · Abstain 316,029
Other Proposals
Proposal 2
Approve the Olin Corporation 2026 Long Term Incentive Plan
The 2026 Olin annual meeting presents four proposals; the most significant governance concern is sustained stock price underperformance — Olin's shares have lost roughly half their value over three years while peers declined only modestly, triggering AGAINST votes for four long-tenured directors (Babcock, Darnall, Shipp, Weideman, and Williams) who bear accountability for that period, while three newer directors are exempt and receive FOR votes. The auditor ratification and say-on-pay proposals both pass policy screens cleanly, with KPMG charging zero non-audit fees and the executive compensation program demonstrating genuine pay-for-performance alignment through minimal payouts on the 2023-2025 performance share cycle.
20 companies disclosed in 2026 proxy filing
