Oil-Dri Corp of America Files 8-K

TL;DR

Oil-Dri filed an 8-K on Dec 12 covering operations and shareholder votes up to Dec 9.

AI Summary

Oil-Dri Corporation of America filed an 8-K on December 12, 2024, reporting on results of operations, submission of matters to a vote of security holders, and other events. The filing covers events up to December 9, 2024, and includes financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on July 31.

Why It Matters

This 8-K filing provides updates on Oil-Dri's operational results and corporate governance matters, which are crucial for investors to understand the company's current standing and future direction.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting on operational results and corporate events, not indicating any immediate significant risks.

Key Numbers

• 001-12622 — Commission File Number (Identifies the company's SEC filing record)
• 36-2048898 — I.R.S. Employer Identification Number (Company's tax identification number)

Key Players & Entities

• Oil-Dri Corporation of America (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• December 9, 2024 (date) — Earliest event reported date
• December 12, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.10 — ich registered Common Stock, par value $0.10 per share ODC New York Stock Exchange
• $0.155 — rd declared quarterly cash dividends of $0.155 per share of Common Stock, and $0.1165
• $0.1165 — f $0.155 per share of Common Stock, and $0.1165 per share of Class B Stock. The dividen

Filing Documents

• odc-20241209.htm (8-K) — 66KB
• odcf25q1ex991-earningsrele.htm (EX-99.1) — 166KB
• odcf25q1ex992-dividendrele.htm (EX-99.2) — 11KB
• image2a.gif (GRAPHIC) — 156KB
• oildrilogo_aa04.gif (GRAPHIC) — 156KB
• 0000074046-24-000097.txt ( ) — 850KB
• odc-20241209.xsd (EX-101.SCH) — 3KB
• odc-20241209_def.xml (EX-101.DEF) — 14KB
• odc-20241209_lab.xml (EX-101.LAB) — 26KB
• odc-20241209_pre.xml (EX-101.PRE) — 15KB
• odc-20241209_htm.xml (XML) — 3KB

02 Results of Operations and Financial Condition

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.

07 Submission of Matters to a Vote of Security Holders

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 Incorpora

01 Other Events

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibits 99.1 Earnings Press Release of the Company dated December 9, 2024 99.2 Dividends Press Release of the Company dated December 11, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)

SIGNATURES

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

View Full Filing

View this 8-K filing on SEC EDGAR