Oil-Dri Schedules Virtual 2025 Annual Meeting, Post-Stock Split

Ticker: ODC · Form: DEF 14A · Filed: Oct 28, 2025 · CIK: 74046

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Annual Meeting, Stock Split, Director Election, Auditor Ratification, Virtual Meeting

Related Tickers: ODC

TL;DR

**ODC's virtual annual meeting and recent 2-for-1 stock split signal a focus on shareholder accessibility and governance, making it a solid long-term hold.**

AI Summary

Oil-Dri Corp of America (ODC) is holding its 2025 Annual Meeting virtually on December 9, 2025, at 9:30 a.m. Central Time, where stockholders will vote on the election of nine directors and the ratification of Grant Thornton LLP as the independent auditor for fiscal year ending July 31, 2026. The company completed a two-for-one stock split on January 3, 2025, distributing one additional share of Common Stock and Class B Stock for each share held as of December 20, 2024. As of the October 13, 2025 record date, there were 10,373,180 shares of Common Stock and 4,269,856 shares of Class B Stock outstanding. The virtual format is intended to increase stockholder participation, improve efficiency, and provide cost savings. The Board of Directors recommends voting 'FOR' all nine director nominees and 'FOR' the ratification of Grant Thornton LLP.

Why It Matters

This DEF 14A filing outlines the governance structure and key proposals for Oil-Dri's upcoming annual meeting, directly impacting investor voting decisions on board composition and auditor oversight. The recent two-for-one stock split on January 3, 2025, could enhance liquidity and make shares more accessible to a broader investor base, potentially affecting ODC's competitive positioning against peers in the industrial absorbents and pet care markets. For employees, the election of directors shapes the strategic direction and oversight of executive compensation, while customers may see long-term impacts on product innovation and operational efficiency. The virtual meeting format reflects a broader market trend towards digital engagement, offering cost savings and increased accessibility for stockholders.

Risk Assessment

Risk Level: low — The filing primarily concerns routine governance matters like director elections and auditor ratification, which are standard for public companies. There are no indications of contentious proposals, significant executive compensation changes, or unusual related party transactions that would elevate risk. The virtual meeting format is also presented as a cost-saving and efficiency measure, not a risk.

Analyst Insight

Investors should review the biographies of the nine director nominees to ensure alignment with their investment philosophy and vote 'FOR' the Board's recommendations on directors and auditor ratification, as these are standard governance procedures. Consider the implications of the recent two-for-one stock split on ODC's liquidity and market perception.

Key Numbers

Key Players & Entities

FAQ

When is Oil-Dri Corporation of America's 2025 Annual Meeting?

Oil-Dri Corporation of America's 2025 Annual Meeting will be held virtually on Tuesday, December 9, 2025, at 9:30 a.m., Central Time. Stockholders can attend and participate online by visiting www.virtualshareholdermeeting.com/ODC2025.

What proposals are being voted on at the ODC 2025 Annual Meeting?

Stockholders will vote on two main proposals: the election of nine directors to the Board and the ratification of Grant Thornton LLP as the independent auditor for the fiscal year ending July 31, 2026. The Board recommends voting 'FOR' both proposals.

What was the record date for voting at Oil-Dri's 2025 Annual Meeting?

The record date for the 2025 Annual Meeting was the close of business on Monday, October 13, 2025. Only stockholders of record on this date are entitled to receive notice of and vote at the meeting.

Did Oil-Dri Corporation of America have a stock split recently?

Yes, Oil-Dri Corporation of America completed a two-for-one stock split in the form of a stock dividend on January 3, 2025. Stockholders of record as of December 20, 2024, received one additional share for each share of Common Stock and Class B Stock held.

How many shares of Common Stock and Class B Stock are outstanding for ODC?

As of the record date, October 13, 2025, there were 10,373,180 shares of Common Stock and 4,269,856 shares of Class B Stock outstanding for Oil-Dri Corporation of America.

Why is Oil-Dri holding a virtual annual meeting?

Oil-Dri is holding a virtual 2025 Annual Meeting to enable stockholders to attend and participate fully and equally, improve meeting efficiency, enhance communication with stockholders, and provide cost savings to the company and its stockholders.

Who is the current Chairman and CEO of Oil-Dri Corporation of America?

Daniel S. Jaffee is the current Chairman of the Board of Directors and President and Chief Executive Officer of Oil-Dri Corporation of America. He signed the letter to stockholders in the proxy statement.

What is the voting power of Common Stock versus Class B Stock in ODC?

Holders of Common Stock are entitled to one vote per share, while holders of Class B Stock are entitled to ten votes per share. Both classes vote together without regard to class on a non-cumulative basis for director elections.

How can I access the proxy materials for Oil-Dri's 2025 Annual Meeting?

Proxy materials, including the Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for fiscal year ended July 31, 2025, are available online at www.proxyvote.com and http://www.oildri.com/proxymaterials. A notice with instructions was mailed to stockholders around October 28, 2025.

Who is the independent auditor for Oil-Dri Corporation of America for fiscal year 2026?

Grant Thornton LLP has been appointed as Oil-Dri Corporation of America's independent auditor for the fiscal year ending July 31, 2026. Stockholders are asked to ratify this appointment at the 2025 Annual Meeting.

Industry Context

Oil-Dri operates in the specialty minerals and materials sector, primarily focusing on absorbent products derived from clay. The industry is characterized by demand driven by consumer and industrial applications, including pet care, industrial absorbents, and agricultural products. Key trends include sustainability in sourcing and product development, as well as competition from alternative materials and global suppliers.

Regulatory Implications

As a publicly traded company, Oil-Dri is subject to SEC regulations governing financial reporting, proxy solicitations, and corporate governance. The DEF 14A filing itself is a regulatory requirement. Compliance with accounting standards (GAAP) and auditor independence rules are critical. Potential regulatory shifts impacting environmental standards or product safety could also affect operations.

What Investors Should Do

  1. Vote on Director Nominees
  2. Ratify Independent Auditor
  3. Review Executive Compensation
  4. Note Stock Split Impact

Key Dates

Glossary

DEF 14A
A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at an annual meeting, including director elections and auditor ratification. (This document is the primary source of information for the annual meeting and contains details on corporate governance, executive compensation, and voting matters.)
Proxy Statement
A document that accompanies a proxy (a shareholder's authorization for someone else to vote their shares) and provides information about the matters to be voted on. (This is a core component of the DEF 14A filing, detailing the proposals and background information necessary for shareholders to make informed voting decisions.)
Class B Stock
A class of stock that may have different voting rights or other characteristics compared to common stock. (Oil-Dri has both Common Stock and Class B Stock outstanding, and both are entitled to vote at the annual meeting, as noted by the separate share counts.)
Independent Auditor
An external accounting firm hired by a company to audit its financial statements and provide an opinion on their fairness and accuracy. (The ratification of Grant Thornton LLP as the independent auditor is a key agenda item for the annual meeting, ensuring the integrity of the company's financial reporting.)
Stock Split
An action by a company to increase the number of its outstanding shares by dividing each existing share into multiple shares, typically to make the stock price more accessible. (Oil-Dri completed a two-for-one stock split on January 3, 2025, which affects the number of shares outstanding and potentially per-share financial metrics.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or participate in other shareholder rights. (The record date of October 13, 2025, is crucial for determining voting eligibility for the December 9, 2025, annual meeting.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting. Key changes from the previous year's filing would likely include updated director nominees, potentially revised executive compensation structures and actual pay outcomes for the prior fiscal year, and the impact of the recent two-for-one stock split on share counts and per-share metrics. The shift to a virtual meeting format is also a notable procedural change.

Filing Stats: 4,860 words · 19 min read · ~16 pages · Grade level 11.5 · Accepted 2025-10-28 16:09:03

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION 34

EXECUTIVE COMPENSATION 34 Compensation Committee Discussion and Analysis 34 Report of the Compensation Committee of the Board of Directors 45 Summary Compensation Table 45 All Other Compensation Table 46 Grants of Plan-Based Awards Table 47 Outstanding Equity Awards at Fiscal 2025 Year End 48 Option Exercises and Stock Vested Table 48 Nonqualified Deferred Compensation for Fiscal 2025 49 Benefits upon Termination or Change in Control 50 Pay Ratio Disclosure 52 Pay Versus Performance 53 Compensation Committee Interlocks and Insider Participation 56 STOCK OWNERSHIP 58 Principal Stockholders 58

Security Ownership of Management 60

Security Ownership of Management 60 Delinquent Section 16(a) Reports 60 OTHER INFORMATION 62 i OIL-DRI CORPORATION OF AMERICA NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be held virtually on December 9, 2025 To Our Stockholders: The 2025 Annual Meeting of Stockholders of Oil-Dri Corporation of America, a Delaware corporation (the "Company"), will be held virtually at 9:30 a.m., Central Time, on Tuesday, December 9, 2025 (the "2025 Annual Meeting"), at www.virtualshareholdermeeting.com/ODC2025. The 2025 Annual Meeting will be held for the following purposes: 1. To elect nine directors; 2. To ratify the appointment of Grant Thornton LLP as the Company's independent auditor for the fiscal year ending July 31, 2026; and 3. To transact such other business as may properly come before the 2025 Annual Meeting and any adjournment thereof. Our Board of Directors has determined that only holders of record of outstanding shares of Common Stock and Class B Stock (as each term is defined in the accompanying Proxy Statement) at the close of business on Monday, October 13, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting and any adjournment thereof. A list of stockholders entitled to vote at the 2025 Annual Meeting will be available for examination by any stockholder at the 2025 Annual Meeting and at our corporate headquarters, located at 410 North Michigan Avenue, Suite 400, Chicago, IL 60611, for a period of ten days prior to the Annual Meeting. Your vote is very important. Whether you intend to attend the virtual 2025 Annual Meeting or not, you are encouraged to vote, as promptly as possible, over the Internet or by telephone, as instructed in the Notice of Internet Availability of Proxy Materials or proxy card. If you received a Notice of Internet Availability of Proxy Materials in the mail, you may also request a paper proxy card to submit your vote by mail if you prefer. For further information relating to the 2025 Annual Meeting,

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