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
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Date
of Report (Date of earliest event reported)
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October
15, 2009
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Oil-Dri
Corporation of America
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-12622
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36-2048898
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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410
North Michigan Avenue
Suite
400
Chicago,
Illinois
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60611-4213
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(312)
321-1515
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(Former
name or former address, if changed since last
report.)
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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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
CertainOfficers; Compensatory Arrangements of Certain
Officers
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(e) At
its regular meeting on October 15, 2009, the Compensation Committee of the Board
of Directors of Oil-Dri Corporation of America (the “Company”) approved the
performance measure and targets to be used to determine incentive awards under
the Oil-Dri Corporation of America Annual Incentive Plan (the “Plan”) for the
fiscal year ending July 31, 2010 (“fiscal 2010”). Under the Plan,
eligible employees (including the Company’s principal executive officer (the
“Chief Executive Officer”), principal financial officer and the three other most
highly paid executive officers as of July 31, 2009 (collectively, the “Named
Executive Officers”)) may receive annual cash incentive awards equal to a
percentage of base salary. The Plan provides for the possibility of
awards based on corporate financial performance; special performance, including
individual, departmental or divisional performance; or a combination of the
two. The performance measure approved for fiscal 2010 is corporate
financial performance as measured by achievement of target pre-tax, pre-bonus
income as specified in the Company’s fiscal 2010 annual incentive
plan. Fiscal 2010 annual incentive plan target pre-tax, pre-bonus
income will differ from pre-tax income shown in the Company’s fiscal 2010
audited consolidated financial statements in that the former will (i) include
the entire amount of annual incentive plan awards, both cash and the executive
deferred bonus awards described below, for fiscal 2010 and (ii) exclude the
amortization in fiscal 2010 for prior years’ executive deferred bonus
awards. As a result of these differences, the performance measure
under the fiscal 2010 annual incentive plan takes into consideration the full
amount of any executive deferred bonus awards in the fiscal year for which they
are made, rather than amortizing those awards over their vesting
period. The foregoing covers only those differences known at the time
of the adoption of the fiscal 2010 performance measure. With approval
of the Compensation Committee, other items which may arise during fiscal 2010
because of extraordinary or nonrecurring events or changes in applicable
accounting rules or similar events may also be used to adjust annual incentive
plan target pre-tax, pre-bonus income.
The
fiscal 2010 annual incentive plan provides that employees exempt from the
overtime requirements of the Fair Labor Standards Act (“exempt employees”) will
receive their full target bonus if the Company achieves 100% of its annual
incentive plan target. If the Company achieves 139% of its annual
incentive plan target, bonuses of 150% of target bonus will be paid, and if the
Company achieves 178% of its annual incentive plan target, bonuses of 200% of
target bonus will be paid. Under the Plan, bonuses are capped at 200%
of target bonus. If the Company achieves 90% of its annual incentive
plan target, bonuses of 50% of target bonus will be paid. If the
Company achieves 84% of its annual incentive plan target, bonuses of 25% of
target will be paid. Additional specific targets between 84% of
annual incentive plan target and 178% of annual incentive plan target were also
approved. If performance falls between two of the specified targets,
the bonus payment percentage will be prorated.
Employees
not exempt from the overtime requirements of the Fair Labor Standards Act will
receive their full target bonus of 7.5% of pay if the Company achieves 84% or
more of its annual incentive plan target. Bonuses for these employees
are capped at 100% of target bonus. For all participating employees,
if performance is below 25% of the annual incentive plan target, the Chief
Executive Officer has discretion to pay up to 25% of target bonus.
The Plan
also provides for the possibility of executive deferred bonus awards for the
Company’s senior management (including the Named Executive
Officers). The fiscal 2010 performance measure and targets for
executive deferred bonus awards under the Plan are the same as those listed
above for exempt employees, except that no executive deferred bonus awards will
be made unless 75% of target bonus is earned (meaning the Company has achieved
95% of its annual incentive plan target). Executive deferred bonus
awards earned in fiscal 2010 will vest and be payable at the end of three
years, on July 31, 2013, provided
the participant is employed by the Company at that time. The Plan
specifies certain events which may result in earlier
vesting. All of the Named Executive Officers, except the Chief
Executive Officer, and other members of senior management are participants in
the executive deferred bonus portion of the Plan for fiscal 2010.
Target
bonuses for the cash portion of the Plan range from 4% to 50% of base salary;
target bonuses for the executive deferred bonus portion range from 5% to 16% of
base salary. The specific percentage for both the cash and executive
deferred portions of the Plan are determined by each eligible employee’s salary
grade. Essentially all salaried employees of the Company and its
domestic subsidiaries, and certain employees of its United Kingdom and Canadian
subsidiaries, are eligible to participate in the Plan; at July 31, 2009, there
were approximately 289 eligible employees.
The bonus opportunity for fiscal 2010
as a percent of base salary (as of the end of fiscal 2010) that each Named
Executive Officer would receive if threshold, targeted and maximum performance
is achieved is shown below:
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Bonus
Opportunity as a % of Base Salary
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Threshold
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Target
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Maximum
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Cash
Bonus
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Deferred
Bonus
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Total
Bonus
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Cash
Bonus
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Deferred
Bonus
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Total
Bonus
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Cash
Bonus
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Deferred
Bonus
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Total
Bonus
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Daniel
S. Jaffee
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12.50 |
% |
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0 |
% |
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12.50 |
% |
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50.00 |
% |
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0 |
% |
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50.00 |
% |
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100.00 |
% |
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0 |
% |
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100.00 |
% |
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President
and
Chief Executive Officer
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Andrew
N. Peterson
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10.00 |
% |
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0 |
% |
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10.00 |
% |
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40.00 |
% |
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16.00 |
% |
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56.00 |
% |
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80.00 |
% |
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32.00 |
% |
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112.00 |
% |
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Vice
President and
Chief Financial Officer
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Thomas
F. Cofsky
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10.00 |
% |
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0 |
% |
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10.00 |
% |
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40.00 |
% |
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16.00 |
% |
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56.00 |
% |
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80.00 |
% |
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32.00 |
% |
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112.00 |
% |
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Vice
President of Manufacturing and Logistics
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Brian
K. Bancroft
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7.50 |
% |
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0 |
% |
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7.50 |
% |
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30.00 |
% |
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12.00 |
% |
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42.00 |
% |
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60.00 |
% |
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24.00 |
% |
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84.00 |
% |
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Vice
President and
Chief Procurement
Officer
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Charles
P. Brissman
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8.25 |
% |
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0 |
% |
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8.25 |
% |
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33.00 |
% |
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13.20 |
% |
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46.20 |
% |
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66.00 |
% |
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26.40 |
% |
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92.40 |
% |
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Vice
President, General Counsel and Secretary
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Note: The
percentages shown above are based on the salary grades of the Named Executive
Officers as of October 14, 2009 and may change if the salary grade of
a Named Executive Officer changes during the remainder of fiscal
2010.
The Chief Executive Officer may
exercise discretion in determining the incentive bonus to be paid under the Plan
to any employee, including the Named Executive Officers, except himself, as
shown below:
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·
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The
Chief Executive Officer may increase or decrease any participant’s percent
of cash corporate financial performance bonus earned by up to 25
percentage points, subject to limitations specified in the
Plan. For example, if according to the corporate financial
performance measure, 75% of the corporate financial performance bonus has
been earned, the Chief Executive Officer may adjust an individual
participant’s percent of corporate financial performance bonus earned to
as little as 50% or as much as
100%.
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·
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The
Chief Executive Officer may adjust individual executive deferred bonus
awards downward or upward, based on the participant’s individual
performance and/or the performance of the participant’s department or
division.
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The
foregoing summary is qualified in its entirety by reference to the full and
complete terms of the Plan, which was attached as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on October 13, 2006, and which is incorporated
herein by reference.
The Chief Executive Officer has
requested that he not be eligible for an executive deferred bonus award under
the Plan in fiscal 2010. At its October 15, 2009 meeting, however,
the Compensation Committee stated its current intention to grant to the Chief
Executive Officer, at a meeting following the end of fiscal 2010, an award of
restricted shares of Class B Stock under the terms of our 2006 Long Term
Incentive Plan (the “Equity Incentive Plan”). If granted, the dollar
value of the restricted shares award would be calculated to equal the amount, if
any, of an executive deferred bonus award the Chief Executive Officer would have
received under the Plan as a result of our corporate financial performance in
fiscal 2010, had he been a participant in that portion of the
Plan. That dollar value would then be divided by the average closing
sale price of the Company’s Common Stock for the 30 trading days preceding the
date of grant (or another similar measure determined to be appropriate by the
Compensation Committee) to establish the actual number of restricted shares
granted. If any restricted shares are in fact granted, those shares
would “cliff” vest in full on July 31, 2013.
Also at
its October 15, 2009 meeting, the Compensation Committee granted to the Chief
Executive Officer an award of 5,182 restricted shares of Class B Stock under the
terms of the Equity Incentive Plan. The shares will “cliff” vest in
full on July 31, 2012. The award fulfills the intention the
Compensation Committee stated at its October 15, 2008 meeting.
At its
regular meeting on October 15, 2009, the Company’s Board of Directors declared
regular quarterly cash dividends of $0.15 per share of the Company’s Common
Stock and $0.1125 per share of the Company’s Class B Stock. The
dividends will be payable on December 4, 2009, to stockholders of record at the
close of business on November 20, 2009. 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.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
of Exhibits
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99.1
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Press
Release dated October 16, 2009 (cash
dividends)
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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.
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OIL-DRI
CORPORATION OF AMERICA |
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By:
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/s/ Charles
P. Brissman |
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Charles
P. Brissman |
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Vice
President and General Counsel |
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Date: October
16, 2009
Exhibit
Index
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Exhibit
Number
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Description
of Exhibits
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99.1
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Press
Release dated October 16, 2009 (cash
dividends)
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