8-K
Oil-Dri Corp of America (ODC)
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) | October 14, 2020 |
|---|
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
60611-4213
Chicago, Illinois (Zip Code)
(Address of principal executive offices)
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 8.01 | Other Events. | |
| --- | --- |
At its regular meeting on October 14, 2020, the Board appointed Lawrence E. Washow as Vice Chairman of the Board and declared quarterly cash dividends of $0.26 per share of the Company’s Common Stock and $0.195 per share of the Company’s Class B Stock. The dividends will be payable on November 27, 2020, to stockholders of record at the close of business on November 13, 2020. 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<br><br>Number | Description of Exhibits |
| --- | --- |
| 99.1 | Press Release of the Company dated October 14, 2020 |
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: October 14, 2020
Exhibit
410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A
News Announcement
For Immediate Release
Exhibit 99.1
Oil-Dri Announces Appointment of Lawrence E. Washow as Vice Chairman of the Board and Declaration of Quarterly Dividends
CHICAGO-(October 14, 2020)- Oil-Dri Corporation of America (NYSE:ODC) announced that effective today, Lawrence E. Washow, a current director, has been appointed as Vice Chairman of its Board of Directors.
Daniel S. Jaffee, Chairman, President and Chief Executive Officer, commented, “Larry has brought a wealth of expertise to Oil-Dri’s Board of Directors over the past seven years. His global experience in minerals, mining, manufacturing and distribution has proven to be invaluable to the Company. We look forward to benefiting from Larry’s leadership in his new role as Vice Chairman of the Board.”
Mr. Washow has been a member of the Company’s Board of Directors since 2013 and serves on its Audit and Executive Committees. He had a distinguished career at AMCOL International Corporation (now Mineral Technologies Inc.) where he held many leadership roles including President, Chief Executive Officer and Director. He also serves as a board member and partner of Eudora Global, LLC and a board member of Aspire Brands, Inc. Mr. Washow is a private investor and advisor for a number of early stage companies.
In addition to this appointment, Oil-Dri’s Board of Directors today declared quarterly cash dividends of $0.26 per share of the Company’s Common Stock and $0.195 per share of the Company’s Class B Stock.
The dividends declared will be payable on November 27, 2020 to stockholders of record at the close of business on November 13, 2020. The Company has paid cash dividends continuously since 1974 and has increased dividends annually for seventeen consecutive years.
Oil-Dri expects to release earnings for its first quarter of fiscal 2021 after the close of the U.S. stock market on Monday, December 7, 2020.
Due to the uncertainty and concerns relating to the COVID-19 pandemic, Oil-Dri will host its first quarter fiscal 2021 earnings discussion and its Annual Meeting of Stockholders virtually via a live webcast on Tuesday, December 8, 2020 at 9:30 am Central Time. The record date for voting eligibility at the Annual Meeting was Friday, October 9, 2020.
Leslie A. Garber
Investor Relations Manager
InvestorRelations@oildri.com
(312) 321-1515
Participation details will be communicated via web alert approximately one week prior to the webcast and posted on our website’s Events page.
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. To learn more about the Company, visit oildri.com.
Category: Dividends
2
Leslie A. Garber
Investor Relations Manager
InvestorRelations@oildri.com
(312) 321-1515