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
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| Item 8.01 | Other Events. | |||||||
Further to its previously disclosed share repurchase program, on January 13, 2021, Oil-Dri Corporation of America (the “Company”) entered into a written purchase agreement intended to comply with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”). The Company has engaged in repurchases of its common stock from time to time pursuant to its previously disclosed share repurchase authorization from the Board of Directors of the Company. Such repurchases under this authorization may be made on the open market or in negotiated transactions.
Purchases involving shares of the Company's common stock under the Plan may occur starting January 26, 2021 and the Plan shall terminate December 8, 2021, unless earlier terminated in accordance with its terms and applicable law, and the Plan provides for the repurchase of shares of Company common stock in open market and block transactions that satisfy certain price and volume limitations specified in the Plan. There can be no assurance that any shares of the Company’s common stock will in fact be repurchased by the Company under the Plan or otherwise.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which are based on current expectations, estimates, forecasts and projections about our future performance, our business, our beliefs, and our management's assumptions. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially, including, but not limited to, those described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended July 31, 2020.
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: January 15, 2021