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) | June 21, 2018 |
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 |
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. ¨
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
(d) Appointment of New Director. On June 21, 2018, the Board of Directors of Oil-Dri Corporation of America (the “Registrant”) appointed Ellen-Blair Chube as a member of the Board of Directors and a member of its Compensation Committee. A copy of the Registrant’s press release announcing Ms. Chube’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 June meeting, the Board of Directors of the Registrant declared quarterly cash dividends of $0.24 per share of the Registrant’s Common Stock and $0.18 per share of the Registrant’s Class B Stock. The dividends will be payable on August 31, 2018, to stockholders of record at the close of business on August 17, 2018. A copy of the Registrant’s press release announcing these matters 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 |
Exhibit Number | Description of Exhibits | |
99.1 | ||
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/ Laura G. Scheland | ||
Laura G. Scheland | |||
Vice President, General Counsel and Secretary | |||
Date: June 21, 2018
410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A
News Announcement
For Immediate Release
Exhibit 99.1
Oil-Dri Announces Appointment of Ellen-Blair Chube as Board Member
and Declaration of Increased Quarterly Dividends
CHICAGO, June 21, 2018- Oil-Dri Corporation of America (NYSE: ODC) announced that effective today, Ellen-Blair Chube, Managing Director and Client Service Officer, William Blair & Company, has been appointed to its Board of Directors and Compensation Committee.
Prior to joining William Blair & Company, Ms. Chube was the Vice President and Chief of Staff to John W. Rogers, Jr., Chairman and CEO of Ariel Investments. Prior to joining Ariel, she held public service and legal positions in Washington, D.C.
Daniel S. Jaffee, President and Chief Executive Officer stated, "I am very pleased to welcome Ellen-Blair to our Board of Directors. It is our mission to Create Value from Sorbent Minerals, and we recognize that value is in the eyes of our customers. In her role at William Blair, she is responsible for ensuring the firm’s commitment to delivering exceptional client service worldwide. Not only will Oil-Dri benefit greatly from Ellen-Blair’s expertise in this area, but also from the wealth of business knowledge she has acquired throughout her time at William Blair, Ariel and her notable public service career."
Ms. Chube received a Bachelor of Arts in political science from Northwestern University and earned a Juris Doctorate from Georgetown University. She serves on the board of the Toigo Foundation and the Chicago Children’s Choir and is a trustee of the Museum of Contemporary Art in Chicago.
In addition to the board member appointment, the Board of Directors declared quarterly cash dividends of $0.24 per share of the Company’s Common Stock and $0.18 per share of the Company’s Class B Stock, an approximate 4% increase for both classes of stock. The dividends declared today will be payable on August 31, 2018 to stockholders of record at the close of business on August 17, 2018. The Company has paid cash dividends continuously since 1974. This declaration marks the fifteenth consecutive year Oil-Dri has increased dividends.
Oil-Dri expects to release earnings for its fourth quarter of fiscal 2018 after the close of the U.S. stock market on Friday, October 12, 2018 and to host an Investor Teleconference on Monday, October 15, 2018. Teleconference details will be communicated via web alert and posted on the Events page of the Company’s website (investors.oildri.com/events) approximately one week prior to the call.
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While Oil-Dri’s founding product was granular clay floor absorbents, it has since greatly diversified its portfolio. The Company’s mission to “Create Value from Sorbent Minerals” is supported by its wide array of consumer and business to business product offerings. In 2016, Oil-Dri celebrated its seventy-fifth year of business and looks forward to the next milestone. To learn more about the Company, visit oildri.com.
Reagan B. Culbertson
Investor Relations Manager
InvestorRelations@oildri.com
(312) 321-1515