Results of Operations · Shareholder Vote

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 9, 2024 OIL-DRI CORPORATION OF AMERICA (Exact name of the registrant as specified in its charter) Delaware 001-12622   36-2048898  (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)      410 North Michigan Avenue , Suite 400     Chicago , Illinois 60611-4213 (Address of principal executive offices) (Zip Code) The registrant's telephone number, including area code: ( 312 ) 321-1515     (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)) 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 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 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. 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 Incorporation, as amended (the “Charter”), to increase the number of authorized shares of Common Stock, from 15 million to 30 million to implement a two-for-one stock split of our Common Stock and our Class B Stock in the form of a stock dividend. A form of the amendment to the Charter was annexed in the Proxy and, as indicated in the Proxy, approval of a majority of the votes entitled to be cast by the holders of our outstanding Common Stock, voting separately as a class, in addition to the approval of a majority of the votes entitled to be cast by the holders of our outstanding Common Stock and Class B Stock, voting together as a single class, was necessary to approve the amendment. The voting results were as follows: Common Stock and Class B Stock, voting together as a single class For 25,854,250  Against 66,046  Abstain 40,612  Common Stock, voting separately as a class For 4,412,930  Against 66,046  Abstain 40,612    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.   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   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