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, 2014
 

 

 

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

 

 

(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))

 

 
 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

Oil-Dri Corporation of America (the “Registrant”) held its annual meeting of stockholders on December 9, 2014. 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:

 

Director For Withheld Broker Non-Votes
J. Steven Cole 19,566,267 160,610 823,440
Daniel S. Jaffee 17,903,749 1,823,128 823,440
Richard M. Jaffee 17,836,842 1,890,035 823,440
Joseph C. Miller 17,759,376 1,967,501 823,440
Michael A. Nemeroff 17,712,991 2,013,886 823,440
Allan H. Selig 19,565,987 160,890 823,440
Paul E. Suckow 19,655,902 70,975 823,440
Lawrence E. Washow 19,657,427 69,450 823,440

 

ITEM 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, 2015. The voting results were as follows:

 

 

For 20,510,657
Against 37,973
Abstain 1,687

 

ITEM 3: APPROVAL, ON AN ADVISORY BASIS, OF THE NAMED EXECUTIVE OFFICER COMPENSATION DISCLOSED IN THE REGISTRANT’S 2014 PROXY STATEMENT

 

The stockholders, in an advisory vote, approved the named executive officer compensation as disclosed in the Registrant’s 2014 Proxy Statement. The voting results were as follows:

 

For 19,067,661
Against 651,953
Abstain 7,263
Broker Non-Votes 823,440

 

 
 

 

 

Item 8.01Other Events.

 

Also on December 9, 2014, the Registrant’s Board of Directors declared quarterly cash dividends of $0.20 per share of the Registrant’s Common Stock and $0.15 per share of the Registrant’s Class B Stock. The dividends will be payable on March 6, 2015, to stockholders of record at the close of business on February 20, 2015. 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.

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit

Number

  

 

 

Description of Exhibits

     
99.1   Press Release dated December 10, 2014 (Cash Dividends)

 

 
 

 

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/ Douglas A. Graham  
    Douglas A. Graham  
    Vice President and General Counsel  
       

Date:  December 10, 2014

 

 
 

 

Exhibit Index

 

Exhibit

Number

  

 

 

Description of Exhibits

     
99.1   Press Release dated December 10, 2014 (Cash Dividends)