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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)			December 7, 2022

 

OIL-DRI CORPORATION OF AMERICA

(Exact name of the registrant as specified in its charter)

Delaware 001-12622 36-2048898

(State or other jurisdiction of incorporation or organization)

Commission File Number

(I.R.S. Employer Identification No.)

 

410 North Michigan Avenue, Suite 400 60611-4213

Chicago, Illinois (Zip Code)

     (Address of principal executive offices)

            Registrant's telephone number, including area code (312) 321-1515

Not applicable
(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))

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.   ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.10 per share			ODC			New York Stock Exchange

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			Item 5.07			Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on December 7, 2022. See the Company’s 2022 Proxy Statement for more information on the proposals presented at the meeting, the relevant portions of which are incorporated herein by reference.

PROPOSAL 1: ELECTION OF DIRECTORS

The stockholders elected all of the nominees for director recommended by the Company’s Board of Directors (the “Board”). The voting results were as follows:

Director						For						Withheld						Broker Non-Votes
Ellen-Blair Chube						22,463,838						871,606						781,529
Paul M. Hindsley						20,919,035						2,416,409						781,529
Daniel S. Jaffee						23,082,101						253,343						781,529
Michael A. Nemeroff						21,777,667						1,557,777						781,529
George C. Roeth						23,201,579						133,865						781,529
Allan H. Selig						23,112,905						222,539						781,529
Paul E. Suckow						23,038,965						296,479						781,529
Lawrence E. Washow						22,920,051						415,393						781,529
Amy L. Ryan						20,831,684						2,503,760						781,529

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR

The stockholders ratified the appointment of Grant Thornton LLP as independent auditor for the fiscal year ending July 31, 2023. The voting results were as follows:

For			23,888,597
Against			224,708
Abstain			3,668

			Item 8.01			Other Events.

At its regular meeting on December 7, 2022, the Board declared quarterly cash dividends of $0.28 per share of the Company’s Common Stock and $0.21 per share of the Company’s Class B Stock. The dividends will be payable on February 24, 2022, to stockholders of record at the close of business on February 10, 2022. A copy of the Company’s press release announcing these matters is attached as Exhibit 99.1 and the information contained therein is incorporated herein by reference.

The information in this Item 8.01 and Exhibit 99.1 shall not be deemed “filed” for 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. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

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			Item 9.01			Financial Statements and Exhibits.

 

(d)Exhibits

Exhibit Number						Description of Exhibits
99.1						Press Release dated December 8, 2022

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			OIL-DRI CORPORATION OF AMERICA
			By:			/s/ Laura G. Scheland
						Laura G. Scheland
						Vice President, Strategic Partnerships and General Counsel & Secretary

Date:  December 8, 2022