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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 13, 2023

 

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 13, 2023. See the Company’s 2023 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						22,878,476						1,745,334						574,854
Paul M. Hindsley						21,786,063						2,837,747						574,854
Daniel S. Jaffee						23,319,672						1,304,138						574,854
Michael A. Nemeroff						22,609,684						2,014,126						574,854
George C. Roeth						23,449,202						1,174,608						574,854
Amy L Ryan						21,776,443						2,847,367						574,854
Patricia J. Schmeda						24,553,031						70,779						574,854
Allan H. Selig						23,307,978						1,315,832						574,854
Lawrence E. Washow						23,114,099						1,509,711						574,854

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, 2024. The voting results were as follows:

For			25,108,509
Against			83,823
Abstain			6,332

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

The stockholders voted to approve, on an advisory basis, the compensation of the named executive officers disclosed in the Proxy Statement. The voting results were as follows:

For			24,036,678
Against			564,589
Abstain			22,543
Broker Non-Votes			574,854

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PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

The stockholders voted to select, on an advisory basis, the frequency of future advisory votes on the compensation of the named executive officers. The voting results were as follows:

3 Years			22,357,461
2 Years			9,687
1 Year			2,253,011
Abstain			3,651
Broker Non-Votes			574,854

PROPOSAL 5: APPROVAL OF THE AMENDED AND RESTATED OIL-DRI CORPORATION OF AMERICA 2006 LONG TERM INCENTIVE PLAN

The stockholders voted to approve the Amended and Restated Oil-Dri Corporation of America 2006 Long Term Incentive Plan. The voting results were as follows:

For			22,629,721
Against			1,984,053
Abstain			10,036
Broker Non-Votes			574,854

			Item 8.01			Other Events.

At its regular meeting on December 13, 2023, the Board declared quarterly cash dividends of $0.29 per share of the Company’s Common Stock and $0.218 per share of the Company’s Class B Stock. The dividends will be payable on March 8, 2024, to stockholders of record at the close of business on February 23, 2024. 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						Press Release dated December 14, 2023

 

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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 14, 2023