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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December 13, 2011
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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Oil-Dri Corporation of America (the “Registrant”) held its annual meeting of stockholders on December 13, 2011. See the Registrant’s Proxy Statement for more information on the proposals presented at the meeting, the relevant portions of which are incorporated herein by reference.
ITEM 1: ELECTION OF DIRECTORS
The stockholders elected all of the Board’s nominees for director. The voting results were as follows:
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Director
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For
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Withheld
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Broker Non-Votes
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J. Steven Cole
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22,910,498
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72,584
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519,595
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Arnold W. Donald
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22,910,565
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72,517
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519,595
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Daniel S. Jaffee
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21,944,989
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1,038,093
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519,595
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Richard M. Jaffee
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21,942,183
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1,040,899
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519,595
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Joseph C. Miller
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21,192,985
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1,790,097
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519,595
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Michael A. Nemeroff
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21,191,277
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1,791,805
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519,595
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Allan H. Selig
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22,897,913
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85,169
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519,595
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Paul E. Suckow
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22,930,398
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52,684
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519,595
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ITEM 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending July 31, 2012. The voting results were as follows:
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For
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23,455,060
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Against
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38,403
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Abstain
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9,214
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Broker Non-Votes
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N/A
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ITEM 3: APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION AS DISCLOSED IN THE EXECUTIVE COMPENSATION SECTION OF THE PROXY STATEMENT
The stockholders, in an advisory vote, approved the named executive officer compensation as disclosed in the Registrant’s 2011 Proxy Statement. The voting results were as follows:
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For
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21,700,625
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Against
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480,402
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Abstain
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802,055
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Broker Non-Votes
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519,595
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ITEM 4: SELECTION OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE NAMED EXECUTIVE OFFICER COMPENSATION
The stockholders, in an advisory vote, selected “three years” as the frequency for future advisory votes on named executive officer compensation. The voting results were as follows:
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One Year
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2,867,725
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Two Years
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44,432
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Three Years
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19,258,801
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Abstain
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812,124
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Broker Non-Votes
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519,595
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In accordance with the Board of Directors recommendation and the stockholder vote results on above Item 4, the Board of Directors has determined that the Registrant will conduct future advisory votes on named executive officer compensation on a triennial basis.
Also on December 13, 2011, the Registrant’s Board of Directors declared quarterly cash dividends of $0.17 per share of the Registrant’s Common Stock and $0.1275 per share of the Registrant’s Class B Stock. The dividends will be payable on March 9, 2012, to stockholders of record at the close of business on February 24, 2012. A copy of the Registrant’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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(d) 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 December 13, 2011 (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/ Douglas A. Graham |
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Douglas A. Graham |
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Vice President and General Counsel |
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Date: December 13, 2011
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 December 13, 2011 (Cash Dividends)
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