Oil-Dri Corporation Of America filed SEC Form 8-K: Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Miscellaneous manufacturing industries
Consumer Discretionary
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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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).
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| Item 2.02 | Results of Operations and Financial Condition. | |||||||
On December 9, 2024, Oil-Dri Corporation of America (the “Company”) issued a press release announcing its results of operations for its first quarter ended October 31, 2024. A copy of the press release is attached as Exhibit 99.1, and the information contained therein is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 hereto, is being furnished and 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 into 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 5.07 | Submission of Matters to a Vote of Security Holders. | |||||||
The Company held its annual meeting of stockholders on December 11, 2024 (the “Annual Meeting”), and there were 4,519,588 shares of the Company's Common Stock, par value $0.10 per share (“Common Stock”), each share entitled to one vote per share, and 2,144,132 shares of the Company's Class B Stock, par value $0.10 per share (“Class B Stock”), each share entitled to ten votes per share, represented in person or by proxy at the meeting. As of October 14, 2024, the record date of the Annual Meeting, 5,134,478 shares of Common Stock and 2,155,407 shares of Class B Stock were outstanding. See the Company’s 2024 Proxy Statement (the “Proxy”) 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 | 23,988,792 | 1,348,963 | 623,153 | |||||||||||||||||
| Paul M. Hindsley | 21,911,031 | 3,426,724 | 623,153 | |||||||||||||||||
| Daniel S. Jaffee | 23,980,988 | 1,356,767 | 623,153 | |||||||||||||||||
| Michael A. Nemeroff | 23,950,701 | 1,387,054 | 623,153 | |||||||||||||||||
| George C. Roeth | 24,181,948 | 1,155,807 | 623,153 | |||||||||||||||||
| Amy L Ryan | 21,850,840 | 3,486,915 | 623,153 | |||||||||||||||||
| Patricia J. Schmeda | 24,171,395 | 1,166,360 | 623,153 | |||||||||||||||||
| Allan H. Selig | 24,050,189 | 1,287,566 | 623,153 | |||||||||||||||||
| Lawrence E. Washow | 24,167,415 | 1,170,340 | 623,153 | |||||||||||||||||
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, 2025. The voting results were as follows:
| For | 25,930,763 | ||||
| Against | 28,484 | ||||
| Abstain | 1,661 | ||||
PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The stockholders voted to approve an amendment to our Certificate of Incorporation, as amended (the “Charter”), to increase the number of authorized shares of Common Stock, from 15 million to 30 million to implement a two-for-one stock split of our Common Stock and our Class B Stock in the form of a stock dividend. A form of the amendment to the Charter was annexed in the Proxy and, as indicated in the Proxy, approval of a majority of the votes entitled to be cast by the holders of our outstanding Common Stock, voting separately as a class, in addition to the approval of a majority of the votes entitled to be cast by the holders of our outstanding Common Stock and Class B Stock, voting together as a single class, was necessary to approve the amendment. The voting results were as follows:
Common Stock and Class B Stock, voting together as a single class
| For | 25,854,250 | ||||
| Against | 66,046 | ||||
| Abstain | 40,612 | ||||
Common Stock, voting separately as a class
| For | 4,412,930 | ||||
| Against | 66,046 | ||||
| Abstain | 40,612 | ||||
| Item 8.01 | Other Events. | |||||||
At its regular meeting on December 11, 2024, the Board declared quarterly cash dividends of $0.155 per share of Common Stock, and $0.1165 per share of Class B Stock. The dividends will be payable on March 7, 2025 to stockholders of record at the close of business on February 21, 2025.
A copy of the press release is attached as Exhibit 99.2, 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 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document) | |||||||
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/ Anthony W. Parker | ||||||||||
| Anthony W. Parker | |||||||||||
| Vice President, General Counsel & Secretary | |||||||||||
Date: December 12, 2024