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) | |||||
(Exact name of the registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||||
(b)
On June 8, 2021 Matthew J. Daley, Vice President, Corporate Controller of Oil-Dri Corporation of America (the “Company”), gave notice of his resignation from the Company. Mr. Daley will remain with the Company through the Company’s current fiscal year ending on July 31, 2021. His decision to resign was not the result of any disagreement relating to the Company’s operations, policies or practices, including accounting principles and practices.
In connection with this departure, Susan M. Kreh, the Company’s Chief Financial Officer, will assume the responsibilities of the principal accounting officer of the Company effective immediately. Biographical and other information regarding Ms. Kreh is set forth in the Company's Proxy Statement for the 2020 Annual Meeting of the Stockholders, as filed with the Securities and Exchange Commission on October 27, 2020, and such information is incorporated herein by reference.
(d)
On June 9, 2021, the Board of Directors (the “Board”) of the Company appointed Amy L. Ryan, Co-Founder and CEO of ESG Strategies and acting Senior Adviser of ESG to The Schwartz Heslin Group, as a member of the Board.
A copy of the Registrant’s press release announcing Ms. Ryan’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 meeting on June 9, 2021, the Board declared quarterly cash dividends of $0.27 per share of the Company’s Common Stock and $0.2025 per share of the Company’s Class B Stock. The dividends will be payable on August 27, 2021, to stockholders of record at the close of business on August 13, 2021. 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: June 10, 2021
410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A
News Announcement
For Immediate Release
Exhibit 99.1
Oil-Dri Announces Appointment of Amy L. Ryan to its Board of Directors and Increases Dividends for 18th Year in a Row
CHICAGO—(June 9, 2021)— Oil-Dri Corporation of America (NYSE: ODC) announced that effective today, Amy Ryan has been appointed to its Board of Directors.
Ms. Amy Ryan graduated from University at Albany in 2003 with a Bachelor of Science in Earth and Atmospheric Science and earned a Master’s degree in Business Management from Harvard University in 2020. Ms. Ryan began her nearly 20-year career in Environmental, Social, & Governance (ESG) through Risk Management and Environmental Health & Safety compliance roles. From 2004-2018, Ms. Ryan held various environmental management positions within large consultancy firms such as ERM and WSP (formerly The Louis Berger Group) in addition to Corporate EHS and Operational Excellence roles at Aramark Corporation. For over a decade, Ms. Ryan led industry agnostic operational risk assessments and audits gaining valuable hands-on experience as well as operational insight within a diverse range of industries including Mining & Extractives, Industrial Manufacturing, and Government. She is a Certified Environmental Auditor (CEA) and Registered Environmental Manager (REM) and from 2018-2020, supported facilities compliance roles within the pharmaceutical and research industries. Ms. Ryan currently is Co-Founder and CEO of ESG Strategies, an ESG strategic advisory and implementation consultancy firm that develops tailored operational solutions and is acting Senior Advisor of ESG to The Schwartz Heslin Group.
Ms. Ryan’s current civic duties include serving as a member of the Board of Directors of LifeWorks Community Action of Saratoga County, Council Member for Camp Chingachgook of the Capital District YMCA and formerly, the City of Saratoga Springs Planning Board. She actively supports several local economic development efforts and is sought after for speakerships on Environmental Social & Governance within Business and Academia, including at Harvard and Hult International Business Schools. Ms. Ryan brings to the Board strong qualifications on ESG expertise including experience within compliance, operational, and community engagement committees.
"I am pleased to welcome Amy Ryan to our Board of Directors as an independent director," said Daniel S. Jaffee, Chairman, President and Chief Executive Officer of Oil-Dri. "Amy’s experience as a sustainable strategist and environmental risk and compliance advisor as well as her background in geology will be invaluable to Oil-Dri as we grow our business and enhance our sustainability efforts. Her appointment reflects our commitment to achieving greater diversity in experience, skills, perspective and backgrounds on our Board.”
Leslie A. Garber
Investor Relations Manager
InvestorRelations@oildri.com
(312) 321-1515
Oil-Dri’s Board of Directors also declared quarterly cash dividends of $0.27 per share of the Company’s Common Stock and $0.2025 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 27, 2021 to stockholders of record at the close of business on August 13, 2021. The Company has paid cash dividends continuously since 1974. This declaration marks the eighteenth consecutive year Oil-Dri has increased dividends.
The Company expects to release earnings for its fourth quarter of fiscal 2021 after the close of the U.S. stock market on Wednesday, October 13, 2021 and to host an Investor Teleconference on Friday, October 15, 2021. Teleconference participation details will be communicated via web alert and posted on the Events page of the Company’s website approximately one week prior to the call.
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Oil-Dri Corporation of America is a leading manufacturer and supplier of specialty sorbent products for the pet care, animal health and nutrition, fluids purification, agricultural ingredients, sports field, industrial and automotive markets. Oil-Dri is vertically integrated which enables the Company to efficiently oversee every step of the process from research and development to supply chain to marketing and sales. With 80 years of experience, the Company continues to fulfill its mission to Create Value from Sorbent Minerals. To learn more about the Company, visit oildri.com.
Category: Dividends
Company News
Contact:
Leslie A. Garber
Manager of Investor Relations
Oil-Dri Corporation of America
InvestorRelations@oildri.com
(312) 321-1515
2
Leslie A. Garber
Investor Relations Manager
InvestorRelations@oildri.com
(312) 321-1515