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)
|
November 30, 2011
|
|
Oil-Dri Corporation of America
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
001-12622
|
36-2048898
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
410 North Michigan Avenue
Suite 400
Chicago, Illinois
|
60611-4213
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant’s telephone number, including area code
|
(312) 321-1515
|
|
(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):
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))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
(c) On November 30, 2011, Oil-Dri Corporation of America (the “Registrant”) received a letter from NYSE Regulation (the “NYSE Letter”) indicating that the New York Stock Exchange (the “Exchange”) had concluded that the Registrant had failed to comply with NYSE Listed Company Manual Sections 204.21 and 401.02 with respect to providing the Exchange with at least ten days prior notice of the October 18, 2011 record date for its upcoming 2011 Annual Meeting of Stockholders. The NYSE Letter states that it constitutes a public reprimand from the Exchange to the Registrant pursuant to Listed Company Manual Section 303A.13. A brief summary of the NYSE Letter is set forth below. The following summary is qualified in its entirety by reference to the full and complete NYSE Letter, that is attached as Exhibit 99.1 to this Current Report on Form 8-K, and which is incorporated herein by reference.
According to the NYSE Letter, the Exchange understands and acknowledges that the Registrant has set a record date of October 18, 2011 for its 2011 Annual Meeting of Stockholders to be held on December 13, 2011. However, due to the Exchange having no record of its receiving a copy of the Registrant’s September 29, 2011 press release regarding the annual meeting and record date at least ten days prior to the record date (the Exchange noted that the Registrant asserted it had sent an e-mail copy of its press release of September 29, 2011 announcing the record date and the meeting date, and a letter on the same date regarding the annual meeting date) and not being able to confirm receipt of either, the Exchange concluded that the requisite prior notice to the Exchange was not provided. The NYSE Letter expressly sets forth the following reasons for the Exchange’s determination that suspending trading or delisting the Registrant’s securities is not warranted here: (1) the information available to the Exchange indicates that the Registrant appears to have made good faith efforts to comply with Listed Company Manual Sections 204.21 and 401.02 notice requirements and any failure not to comply was unintentional; (2) the Registrant disclosed the date of the annual meeting and the related record date in a press release issued on September 29, 2011, and in a Form 8-K filed with the Securities and Exchange Commission on the same date; and (3) the Registrant has not fallen below the financial and other continued listing standards provided in Chapter 8 of the Listed Company Manual or failed to comply with the audit committee standards set out in Section 301A.06.
The Registrant respectfully disagrees with the Exchange’s conclusion that its actions were insufficient to comply with the requisite notice requirement. The Registrant also confirms October 18, 2011 as record date for its upcoming meeting of stockholders to be held on December 13, 2011.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
|
||
|
Number
|
Description of Exhibits
|
|
|
99.1
|
Letter to Oil-Dri Corporation of America, dated November 30, 2011 from NYSE Regulation
|
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.
|
OIL-DRI CORPORATION OF AMERICA
By: /s/Douglas A. Graham
Douglas A. Graham
Vice President and General Counsel
|
Date: November 30, 2011
Exhibit Index
|
Exhibit
|
||
|
Number
|
Description of Exhibits
|
|
|
99.1
|
Letter to Oil-Dri Corporation of America, dated November 30, 2011 from NYSE Regulation
|
Exhibit 99.1
Via Electronic Mail and Federal Express
November 30, 2011
Mr. Daniel S. Jaffee
President and Chief Executive Officer
Oil-Dri Corporation of America
410 North Michigan Avenue, Suite 400,
Chicago, Illinois 60611-4213
Re: Annual Meeting of Oil-Dri Corporation of America
Dear Mr. Jaffee,
Pursuant to Section 303A.13 of the Listed Company Manual of the New York Stock Exchange LLC (“NYSE” or the “Exchange”), this letter constitutes a public reprimand by the Exchange to Oil-Dri Corporation of America (the “Company”) as a result of its failure to provide timely notification to the Exchange of the record date for the Company’s upcoming annual meeting scheduled for December 13, 2011.
Sections 204.21 and 401.02 of the Listed Company Manual require that the Exchange receive notice of a company’s record date “not later than the tenth day prior to the record date.” The Exchange understands that the Company has set a record date of October 18, 2011 for its annual meeting to be held on December 13, 2011. The Exchange does not believe that the Company timely gave notice to the Exchange about the setting of that record date for the following reasons:
|
·
|
The Exchange has no record of receiving a copy of the Company’s September 29, 2011 letter regarding the establishment of the date of its annual meeting as December 13, 2011, by facsimile or otherwise, on a date at least ten days before the record date. In any event, this letter did not provide any information about the record date for the annual meeting and would therefore not have constituted compliance with the Exchange’s record date notification rules even if the Exchange had received it on a timely basis.
|
|
·
|
The Company does not claim that it has provided direct notice to the Exchange of the establishment of the record date either in writing or telephonically with a written confirmation, as is explicitly required by Sections 204.21 and 401.02. While the Company claims to have sent the Exchange an electronic copy of its press release announcing the establishment of the record date, the Exchange has no record of having received it and the Company has been unable to provide evidence that it was in fact sent.
|
The Exchange has thus determined that the Company has violated one of the Exchange’s listing standards by setting a record date without proper notice to the Exchange. In this regard, Section 303A.13 of the Exchange’s Listed Company Manual allows the Exchange to issue a public reprimand letter to a listed company that has violated a listing standard as an alternative to suspending trading in or delisting the listed company.
Taking into account the following reasons, among other factors, the Exchange has determined that suspending trading in or delisting the Company’s securities is not warranted by the Company’s failure to provide the notice of its record date as required by the Exchange’s Listed Company Manual:
|
·
|
The information available to the Exchange indicates that the Company’s failure to comply with Listed Company Manual Sections 204.21 and 401.02 was not intentional and that the Company appears to have made good-faith efforts to comply with the notice requirement.
|
|
·
|
The Company disclosed the date of the annual meeting and the related record date in a press release issued on September 29, 2011, and in a Form 8-K filed with the Securities and Exchange Commission on the same date.
|
|
·
|
The Company has not fallen below the financial and other continued listing standards provided in Chapter 8 of the Listed Company Manual or failed to comply with the audit committee standards set out in Section 303A.06.1
|
In issuing this public reprimand letter, the Exchange does not take any position regarding whether the Company has complied with any state or federal law that might be applicable to the conduct of its annual meeting or the effectiveness of any votes solicited or taken at that meeting. The Exchange also takes no position on the effect, if any, of the Company’s failure to comply with the provisions of the Listed Company Manual on the conduct of the Company’s annual meeting or the effectiveness of any votes solicited or taken at that meeting.
The Exchange reminds the Company that this letter is a mandatory disclosure event pursuant to Item 3.01 of Form 8-K. The Company is therefore required to file a current report on Form 8-K disclosing receipt of this letter within the normal time period required for such disclosures.
If you have questions about this letter, please do not hesitate to contact me directly.
Sincerely,
By: /s/Claudia Crowley
Chief Executive Officer &
Chief Regulatory Officer
NYSE REGULATION
1 The Commentary to Section 303A.13 of the Listed Company Manual states that the issuance of a public reprimand letter “is not intended for use in the case of companies that fall below the financial and other continued listing standards provided in Chapter 8 of the Listed Company Manual or that fail to comply with the audit committee standards set out in Section 303A.06.