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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)
July 12, 2020
 

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.   ¨

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.10 per share
ODC
New York Stock Exchange

 
 
 
 
 





 
Item 7.01
Regulation FD Disclosure.

The information set forth under Item 8.01 of this report is incorporated herein by reference solely for the purposes of this Item 7.01.

 
Item 8.01
Other Events.
 
Oil-Dri Corporation of America (the “Company”) is deeply saddened to announce that Mr. Joseph C. Miller, Vice Chairman of the Board of Directors of the Company and a member of the Compensation Committee, passed away on July 12, 2020. On July 15, 2020, the Company issued a press release, attached hereto as Exhibit 99.1.
 
 
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:  July 15, 2020


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
404639961_oildrilogoimagea25.gif
410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A

News Announcement
For Immediate Release
 
 
 

Exhibit 99.1

Oil-Dri Mourns Death of Joseph C. Miller, Vice Chairman of the Board of Directors
CHICAGO, July 15, 2020 - It is with great sadness that Oil-Dri Corporation of America (NYSE: ODC) announces the death of Joseph C. Miller, Vice Chairman of the Board of Directors and long-time board member.
“The world has lost a great man. For over 50 years, my late father and I valued our relationship with Joe as a competitor, colleague and friend. He leaves a legacy of tremendous business acumen, leadership, and commitment to our company. Joe can be credited with creating value-added cat litter, thereby unlocking billions of dollars for the category. He will be dearly missed by all,” says Daniel S. Jaffee, President and Chief Executive Officer. “On behalf of the entire company and the Board, I would like to send our deepest condolences to Joe’s wife, children, and the rest of his family.”
With years of leadership experience in the sorbent minerals industry, Joseph C. Miller joined Oil-Dri in 1989 as Vice President of Corporate Planning and Marketing. He served as Group Vice President for Sales, Marketing and Distribution from 1990 to 1993. Mr. Miller was Senior Vice President for the Consumer, Industrial & Environmental and Transportation Groups of the Company from 1993 to 1995. He became Vice Chairman of the Board in 1995. Mr. Miller was an employee of the Company until 2000, when he became an independent consultant specializing in strategic planning.
About Oil-Dri
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 over 75 years of experience, the company continues to fulfill its mission to Create Value from Sorbent Minerals.
Category: Company News
Contact:
Leslie A. Garber
Manager of Investor Relations
Oil-Dri Corporation of America
InvestorRelations@oildri.com
(312) 321-1515

 
 
 

Leslie A. Garber
Investor Relations Manager
InvestorRelations@oildri.com
(312) 321-1515

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