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 12, 2017
 

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 12, 2017. See the Company’s 2017 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

J. Steven Cole
 
24,595,889

 
813,443

 
790,968

Daniel S. Jaffee
 
24,152,217

 
1,257,115

 
790,968

Richard M. Jaffee
 
23,496,037

 
1,913,295

 
790,968

Joseph C. Miller
 
23,404,730

 
2,004,602

 
790,968

Michael A. Nemeroff
 
23,265,780

 
2,143,552

 
790,968

George C. Roeth
 
24,664,697

 
744,635

 
790,968

Allan H. Selig
 
24,592,935

 
816,397

 
790,968

Paul E. Suckow
 
24,698,229

 
711,103

 
790,968

Lawrence E. Washow
 
24,700,901

 
708,431

 
790,968


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, 2018. The voting results were as follows:
For
26,107,475

Against
91,207

Abstain
1,618

 
PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS DISCLOSED IN THE COMPANY’S 2017 PROXY STATEMENT
 
The stockholders, in an advisory vote, approved the compensation of the named executive officers as disclosed in the Company’s 2017 Proxy Statement. The voting results were as follows:
For
25,330,831

Against
66,756

Abstain
11,745

Broker Non-Votes
790,968

 
PROPOSAL 4: SELECTION, ON AN ADVISORY BASIS, OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

The stockholders, in an advisory vote, selected “three years” as the frequency for future advisory votes on the compensation of the named executive officers. The voting results were as follows: 
One Year
2,322,617

Two Years
41,909

Three Years
23,033,230

Abstain
11,576

Broker Non-Votes
790,968






In accordance with the Board’s recommendation and the stockholder vote results on above Proposal 4, the Board has determined that the Company will conduct future advisory votes on the compensation of the named executive officers on a triennial basis.

 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)     At its meeting on December 12, 2017, the Board appointed named executive officer, Douglas A. Graham, to the new position of Vice President, Legal Policy and Regulatory Affairs, in which he will lead the Company’s regulatory, compliance, real and intellectual property and litigation functions. The Board promoted Laura G. Scheland, Assistant General Counsel and Assistant Secretary of the Company since April 2013, to the executive officer role of Vice President, General Counsel and Secretary, which was previously held by Mr. Graham since March 2011.

 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 12, 2017, the Board approved an amendment to Article III of the by-laws of the Company to add a new Section 14 to provide for the designation of Directors Emeritus and a Chairman Emeritus. The amendment is effective immediately.
 
The foregoing summary of the amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 
Item 8.01
Other Events.
 
Also on December 12, 2017, the Company’s Board of Directors declared quarterly cash dividends of $0.23 per share of the Company’s Common Stock and 0.173 per share of the Company’s Class B Stock. The dividends will be payable on March 2, 2018, to stockholders of record at the close of business on February 16, 2018. 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
 
 
 
3.1

Amendment of By-laws, approved by Board of Directors on December 12, 2017
99.1
 
Press Release dated December 13, 2017 (Cash Dividends)
 






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 13, 2017
 






Exhibit Index
 

Exhibit
Number
 
 
 
Description of Exhibits
 
 
 
3.1

 
99.1