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Section 1: 8-K (8-K)

Document
 
 
 
 
 
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)
December 11, 2018
 

Oil-Dri Corporation of America
(Exact name of registrant as specified in its charter) 
 
Delaware
 
001-12622
 
36-2048898
(State or other jurisdiction of
incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
410 North Michigan Avenue
Suite 400
Chicago, Illinois
 
60611-4213
(Address of principal executive offices)
 
(Zip Code)
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.   ¨
 
 
 
 
 






Item 5.07
Submission of Matters to a Vote of Security Holders.
 
Oil-Dri Corporation of America (the “Company”) held its annual meeting of stockholders on December 11, 2018. See the Company’s 2018 Proxy Statement 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
 
22,614,684

 
53,572

 
917,120

J. Steven Cole
 
22,517,372

 
150,884

 
917,120

Daniel S. Jaffee
 
21,476,455

 
1,191,801

 
917,120

Joseph C. Miller
 
20,586,567

 
2,081,689

 
917,120

Michael A. Nemeroff
 
20,287,660

 
2,380,596

 
917,120

George C. Roeth
 
22,607,888

 
60,368

 
917,120

Allan H. Selig
 
20,396,175

 
2,272,081

 
917,120

Paul E. Suckow
 
21,996,442

 
671,814

 
917,120

Lawrence E. Washow
 
22,609,927

 
58,329

 
917,120


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, 2019. The voting results were as follows:
For
23,500,480

Against
82,639

Abstain
2,257

 
 
Item 8.01
Other Events.
 
Also on December 11, 2018, the Company’s Board of Directors declared quarterly cash dividends of $0.24 per share of the Company’s Common Stock and 0.18 per share of the Company’s Class B Stock. The dividends will be payable on March 1, 2019, to stockholders of record at the close of business on February 15, 2019. 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:  December 11, 2018


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
396062725_oildrilogoimagea14.gif
410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A

News Announcement
For Immediate Release
 
 
 

Exhibit 99.1

Oil-Dri Board of Directors Declares Quarterly Dividends

CHICAGO-(December 11, 2018)-The Board of Directors of Oil-Dri Corporation of America (NYSE: ODC) today declared quarterly cash dividends of $0.24 per share of the Company’s Common Stock and $0.18 per share of the Company’s Class B Stock.

The dividends declared will be payable on March 1, 2019 to stockholders of record at the close of business on February 15, 2019. The Company has paid cash dividends continuously since 1974 and has increased dividends annually for fifteen consecutive years.

Oil-Dri expects to release earnings for its second quarter of fiscal 2019 after the close of the U.S. stock market on Monday, March 11, 2019 and to host an Investor Teleconference on Tuesday, March 12, 2019. Teleconference details will be communicated via web alert and posted on the Events page of the Company’s website (investors.oildri.com/events) approximately one week prior to the call.




###


While Oil-Dri’s founding product was granular clay floor absorbents, it has since greatly diversified its portfolio. The Company’s mission to “Create Value from Sorbent Minerals” is supported by its wide array of consumer and business to business product offerings. In 2016, Oil-Dri celebrated its seventy-fifth year of business and looks forward to the next milestone. To learn more about the Company, visit oildri.com.



 
 
 

Reagan B. Culbertson
Investor Relations Manager
reagan.culbertson@oildri.com
(312) 321-1515

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