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
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Date of Report (Date of earliest event reported)
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March 11, 2011
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Oil-Dri Corporation of America
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(Exact name of registrant as specified in its charter)
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Delaware
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001-12622
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36-2048898
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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410 North Michigan Avenue
Suite 400
Chicago, Illinois
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60611-4213
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(312) 321-1515
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(Former name or former address, if changed since last report.)
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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(c) On March 11, 2011, the Board of Directors of Oil-Dri Corporation of America (the “Registrant”) appointed Douglas A. Graham as Vice President, General Counsel and Secretary. Mr. Graham, who is 47 years old, joined the Registrant from Exelon Corporation, where he had been Assistant General Counsel for over five years at its Commonwealth Edison Company and Exelon Business Services Company subsidiaries. Mr. Graham holds a J.D. from the University of Michigan, Ann Arbor.
Item 8.01 Other Events.
Also on March 11, 2011, the Registrant’s Board of Directors authorized the repurchase of up to an additional 250,000 shares of the Registrant’s Common Stock. The Registrant’s Board of Directors also declared regular quarterly cash dividends of $0.16 per share of the Registrant’s Common Stock and $0.12 per share of the Registrant’s Class B Stock. The dividends will be payable on June 3, 2011, to stockholders of record at the close of business on May 20, 2011.
A copy of the Registrant’s press releases announcing these matters is attached hereto as Exhibits 99.1 and 99.2 respectively and the information contained therein is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibits
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99.1
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Press Release dated March 11, 2011, announcing appointment of Vice President, General Counsel and Secretary.
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99.2
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Press Release dated March 11, 2011 announcing repurchase authorization and declaration of quarterly cash dividends.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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OIL-DRI CORPORATION OF AMERICA
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By:
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/s/ Douglas A. Graham | |
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Douglas A. Graham
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Vice President and General Counsel
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Date: March 11, 2011
Exhibit Index
Exhibit
Number Description of Exhibits
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99.1
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Press Release dated March 11, 2011, announcing appointment of Vice President, General Counsel and Secretary.
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99.2
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Press Release dated March 11, 2011 announcing repurchase authorization and declaration of quarterly cash dividends.
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Exhibit 99.1
News Release
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News Announcement
CONTACT
Ronda J. Williams, Investor Relations
Oil-Dri Corporation of America
312/706-3232; ronda.williams@oildri.com
Douglas Graham is Appointed Vice President, General Counsel and Corporate Secretary
CHICAGO, IL – (March 11, 2011) – Oil-Dri Corporation of America (NYSE: ODC) today announced that Douglas Graham has been appointed Vice President, General Counsel and Corporate Secretary to the Company.
“We are pleased to have Doug join our team,” said Dan Jaffee, President and CEO. “In his new role, Doug will be responsible for all of Oil-Dri’s legal services, including dispute resolution, contract negotiations and intellectual property management.”
Graham joins Oil-Dri from Exelon Corp., where he most recently served as Assistant General Counsel at its Commonwealth Edison Co. subsidiary, and focused on business counseling, governmental relations, compliance, and regulatory matters. During nearly 11 years at Exelon, he also handled litigation and provided labor and employment advice.
Prior to his tenure at Exelon and ComEd, Graham worked in-house for the Tribune Company, United Airlines, as well as at the law firm of Jenner & Block. Among many honors received, Graham was recognized by the Chicago Lawyer in 2003 as one of Illinois’ “40 Under 40 Lawyers to Watch.”
Graham received his Juris Doctor with Distinction from the University of Michigan Law School. He also has an undergraduate degree in Economics and History Honors from the University of Michigan.
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Oil-Dri Corporation of America is a leading supplier of specialty sorbent products for agricultural, horticultural, fluids purification, specialty markets, industrial and automotive, and is the world’s largest manufacturer of cat litter.
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Exhibit 99.2
News Release
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News Announcement
CONTACT
Ronda J. Williams, Investor Relations
Oil-Dri Corporation of America
312/706-3232; ronda.williams@oildri.com
Oil-Dri Board of Directors Authorizes Additional Common Stock Repurchases
and Declares Dividends
CHICAGO, IL – (March 11, 2011) – The Board of Directors of Oil-Dri Corporation of America (NYSE: ODC) today announced that it has authorized the repurchase of an additional 250,000 shares of its Common Stock and has declared quarterly cash dividends of $0.16 per share of the Company’s Common Stock and $0.12 per share of the Company’s Class B Stock.
The dividends will be payable on June 3, 2011, to stockholders of record at the close of business on May 20, 2011. The Company has paid cash dividends continuously since 1974.
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Oil-Dri Corporation of America is a leading supplier of specialty sorbent products for industrial, automotive, agricultural, horticultural and specialty markets and the world’s largest manufacturer of cat litter.
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