Document
 
 
 
 
 
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)
12/11/2019
 

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.   ¨

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

 
 
 
 
 






 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(b), (c)

On December 11, 2019, the Board of Directors of Oil-Dri Corporation of America (the “Company”) appointed Jessica D. Moskowitz as an executive officer of the Company. Ms. Moskowitz, 40, has served as Vice President and General Manager, Consumer Products Division, of the Company since February 1, 2019. Previously, she served as Brand Manager, Consumer Packaged Goods, of the Company since April 26, 2017. Prior to joining the Company, Ms. Moskowitz held multiple positions, including Brand Manager, at Kraft Foods from 2006-2012. Ms. Moskowitz holds a Bachelor’s degree in Accounting and Finance from Indiana University Bloomington and a Masters of Business Administration degree from the Kellogg School of Management at Northwestern University.

(e)    

The stockholders of the Company approved a third amendment (the “Third Amendment”) to the Oil-Dri Corporation of America 2006 Long Term Incentive Plan, as amended (the “Incentive Plan”), to increase the number of shares of stock authorized for issuance thereunder. The terms of the Third Amendment are set forth in the Company’s definitive proxy statement on Schedule 14A dated October 30, 2019 (the “Proxy Statement”) under the caption “3. Approval of the Amendment to the Oil-Dri Corporation of America 2006 Long Term Incentive Plan”, and the description of the Third Amendment is incorporated herein by reference.  Such description is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which was attached as Appendix A to the Proxy Statement and which is incorporated by reference herein.


Item 5.07
Submission of Matters to a Vote of Security Holders.
 
The Company held its annual meeting of stockholders on December 11, 2019. See the Company’s 2019 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
 
20,400,625

 
2,076,403

 
761,916

Paul M. Hindsley
 
21,706,421

 
770,607

 
761,916

Daniel S. Jaffee
 
21,039,929

 
1,437,099

 
761,916

Joseph C. Miller
 
20,138,571

 
2,338,457

 
761,916

Michael A. Nemeroff
 
20,111,010

 
2,366,018

 
761,916

George C. Roeth
 
21,179,984

 
1,297,044

 
761,916

Allan H. Selig
 
20,250,555

 
2,226,473

 
761,916

Paul E. Suckow
 
21,369,118

 
1,107,910

 
761,916

Lawrence E. Washow
 
21,383,049

 
1,093,979

 
761,916


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, 2020. The voting results were as follows:
For
23,189,415

Against
43,569

Abstain
5,960







PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE OIL-DRI CORPORATION OF AMERICA 2006 LONG TERM INCENTIVE PLAN 

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.07 by reference.  The voting results with respect to the Third Amendment to the Incentive Plan were as follows:
For
20,619,115

Against
1,849,711

Abstain
8,202

Broker Non-Votes
761,916

 
 
Item 8.01
Other Events.
 
At its regular meeting on December 11, 2019, the Board declared quarterly cash dividends of $0.25 per share of the Company’s Common Stock and $0.1875 per share of the Company’s Class B Stock. The dividends will be payable on February 28, 2020, to stockholders of record at the close of business on February 14, 2020. 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.
 
 
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 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, General Counsel and Secretary
 
 
 
 
 
Date:  December 11, 2019


Exhibit
https://cdn.kscope.io/cef3b462d88663121daf42d3186f4af2-oildrilogoimagea19.gif
410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A

News Announcement
For Immediate Release
 
 
 

Exhibit 99.1

Oil-Dri Board of Directors Declares Quarterly Dividends


CHICAGO-(December 11, 2019)-The Board of Directors of Oil-Dri Corporation of America (NYSE: ODC) today declared quarterly cash dividends of $0.25 per share of the Company’s Common Stock and $0.1875 per share of the Company’s Class B Stock.

The dividends declared will be payable on February 28, 2020 to stockholders of record at the close of business on February 14, 2020. The Company has paid cash dividends continuously since 1974 and has increased dividends annually for sixteen consecutive years.

###

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.

 
 
 

Leslie A. Garber
Investor Relations Manager
InvestorRelations@oildri.com
(312) 321-1515