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) | |||||
(Exact name of the registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. | |||||||
(d) On March 22, 2023, the Board of Directors (the "Board") of the Company appointed Patti Schmeda, Global Chief Information Officer at Wahl Clipper Corporation, as a member of the Board. A copy of the Registrant's press release announcing Ms. Schmeda's appointment is attached as Exhibit 99.1 and the information contained therein is incorporated herein by reference.
| Item 8.01 | Other Events. | |||||||
At its regular meeting on March 22, 2023, 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 May 26, 2023, to stockholders of record at the close of business on May 12, 2023. 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.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
(d)Exhibits
| Exhibit Number | Description of Exhibits | |||||||
| 99.1 | ||||||||
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: March 22, 2023
410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A
News Announcement
For Immediate Release
Exhibit 99.1
Oil-Dri Announces Appointment of Patti Schmeda to its Board of Directors
and Declares Quarterly Dividends
CHICAGO—(March 22, 2023)— Oil-Dri Corporation of America (NYSE: ODC) announced that effective March 22, 2023, Patti Schmeda has been appointed to its Board of Directors.
"I am pleased to welcome Patti Schmeda to our Board of Directors as an independent director," said Daniel S. Jaffee, Chairman, President and Chief Executive Officer of Oil-Dri. “With over 30 years of experience and leadership in information technology (“IT”), Patti will provide a new perspective to our Board and guide us through IT related strategies and opportunities as we grow our business and enhance our cybersecurity practices.”
Patti Schmeda currently serves as Global Chief Information Officer at Wahl Clipper Corporation where she leads all strategies and efforts related to information technology focused on enterprise solutions, business intelligence, and cybersecurity framework. Previously, Ms. Schmeda was the Chief Information Officer & Vice President of Information Technology at Elkay Manufacturing Company from 2010 to July 2022. Prior to this, Ms. Schmeda held a number of leadership positions over a period of 11 years at A. M. Castle & Co. culminating in Vice President of Information Technology & Chief Information Officer. Her earlier career includes numerous roles in the IT discipline.
Ms. Schmeda graduated from University of Illinois Chicago with a Bachelor of Arts in Economics and earned a Master of Business Administration in Operations and Logistics from Benedictine University in Lisle, Illinois. She is a member of the CIO Professional Network, an executive volunteer for i.c. stars, and a volunteer mentor at WOMEN Unlimited, Inc. Ms. Schmeda brings to the Board strong qualifications in information technology, digital transformations, enterprise project management, and cybersecurity governance.
Oil Dri’s Board of Directors also 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 declared will be payable on May 26, 2023 to stockholders of record at the close of business on May 12, 2023. The Company has paid cash dividends continuously since 1974 and has increased dividends annually for nineteen consecutive years.
Leslie A. Garber
Investor Relations Manager
InvestorRelations@oildri.com
(312) 321-1515
The Company expects to release earnings for its third quarter of fiscal 2023 after the close of the U.S. stock market on Thursday, June 8, 2023 and to host an earnings discussion via webcast on Friday, June 9, 2023. Participation details will be posted on the Events page of the Company’s website approximately one week prior to the call.
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Oil-Dri Corporation of America is a leading manufacturer and supplier of specialty sorbent products for the pet care, animal health and nutrition, fluids purification, agricultural ingredients, sports field, industrial and automotive markets. Oil-Dri is vertically integrated which enables the Company to efficiently oversee every step of the process from research and development to supply chain to marketing and sales. With over 80 years of experience, the Company continues to fulfill its mission to Create Value from Sorbent Minerals. To learn more about the Company, visit oildri.com.
Category: Dividends
Contact:
Leslie A. Garber
Manager of Investor Relations
Oil-Dri Corporation of America
InvestorRelations@oildri.com
(312) 321-1515
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Leslie A. Garber
Investor Relations Manager
InvestorRelations@oildri.com
(312) 321-1515