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)                 February 26, 2013

 

Oil-Dri Corporation of America

(Exact name of registrant as specified in its charter)

 

Delaware		0-8675		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):

 

¨ 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))

 

 

Item 5.02      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

Appointment of New Director. On February 26, 2013, the Board of the Registrant appointed Lawrence Washow as a member of the Board to fill the vacancy created by Arnold Donald’s resignation in January 2013. Mr. Washow was also appointed as a member of the Audit Committee of the Board. Mr. Washow is a board member and partner of Eudora Global, LLC and a board member, compensation committee chair and audit committee member of First Bauxite Corporation. Mr. Washow retired as the President and Chief Executive Officer of AMCOL International in December 2010 after serving in that role since 2000. A copy of the Registrant’s press release announcing Mr. Washow’s appointment is attached as Exhibit 99.1 and the information contained therein is incorporated herein by reference.

 

 

Item 9.01     Financial Statements and Exhibits.

 

(d) Exhibits.  The following exhibits are being provided as part of this Current Report on Form 8-K:

 

Exhibit

Number

Description of Exhibits

 

99.1

Press Release of the Registrant, dated February 26, 2013 (announcing new director)

 

 

 

 

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: February 26, 2013

 

 

Exhibit Index

 

 

Exhibit

Number

Description of Exhibits

 

99.1

Press Release of the Registrant, dated February 26, 2013 (announcing new director)

 

 

 

Exhibit 99.1

 

 

 

410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A

News Announcement

For Immediate Release

 

 

Lawrence E. Washow Joins Oil-Dri’s Board of Directors

 

 

CHICAGO – February 26, 2013 – Oil-Dri Corporation of America (NYSE: ODC) announced today that Lawrence Washow, former President and Chief Executive Officer of AMCOL International Corporation, was appointed to its Board of Directors and Audit Committee, effective today.

 

Mr. Washow was named a Director of AMCOL in 1998 and became President and Chief Executive Officer in May of 2000. Lawrence retired from these roles as of December 31, 2010.

 

Richard M. Jaffee, Board Chairman stated, “We are delighted to have Larry on Oil-Dri’s Board of Directors. I am confident that his global experience in minerals, mining, manufacturing and distribution will be of great value to Oil-Dri.”

 

Mr. Washow received his bachelor’s degree in Communications from Miami University in Oxford, Ohio and earned an MBA from Northwestern University in Evanston, Illinois.

 

In 2011, Mr. Washow began and continues serving as a Board Member of First Bauxite Corporation and as a Board Member and Partner of Eudora Global, LLC.

 

Mr. Washow will fill the Board and Audit Committee vacancies created by the resignation of Arnold W. Donald on January 23, 2013. Mr. Donald’s resignation was in connection with his recent appointment to the Board of Directors of Bank of America Corporation.

 

 

###

 

 

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.

 

This release contains certain forward-looking statements regarding the company’s expected performance for future periods, and actual results for such periods might materially differ. Such forward-looking statements are subject to uncertainties which include, but are not limited to, intense competition from much larger organizations in the consumer market; the level of success in implementation of price increases and surcharges; increasing acceptance of genetically modified and treated seed and other changes in overall agricultural demand; increasing regulation of the food chain; changes in the market conditions, the overall economy, volatility in the price and availability of natural gas, fuel oil and other energy sources, and other factors detailed from time to time in the company’s annual report and other reports filed with the Securities and Exchange Commission.

 

 

Investor Relations Contact

Reagan Culbertsonreagan.culbertson@oildri.com
(312) 706 3256