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EX-99.1 - EXHIBIT 99.1 - Oil-Dri Corp of Americav242991_ex99-1.htm


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 13, 2011
 

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):

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))

 
 

 

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

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:

Director
For
Withheld
Broker Non-Votes
J. Steven Cole
22,910,498
72,584
519,595
Arnold W. Donald
22,910,565
72,517
519,595
Daniel S. Jaffee
21,944,989
1,038,093
519,595
Richard M. Jaffee
21,942,183
1,040,899
519,595
Joseph C. Miller
21,192,985
1,790,097
519,595
Michael A. Nemeroff
21,191,277
1,791,805
519,595
Allan H. Selig
22,897,913
85,169
519,595
Paul E. Suckow
22,930,398
52,684
519,595


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:

For
23,455,060
Against
38,403
Abstain
9,214
Broker Non-Votes
N/A


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:

For
21,700,625
Against
480,402
Abstain
802,055
Broker Non-Votes
519,595
 
 
 

 

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:
 
One Year
2,867,725
Two Years
44,432
Three Years
19,258,801
Abstain
812,124
Broker Non-Votes
519,595
 
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.

Item 8.01
Other Events.

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.

Item 9.01
Financial Statements and Exhibits.
 
(d)           Exhibits
 
Exhibit
Number
 

Description of Exhibits
     
99.1
 
Press Release dated December 13, 2011 (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 13, 2011

 
 

 


Exhibit Index


Exhibit
Number
 

Description of Exhibits
     
99.1
 
Press Release dated December 13, 2011 (Cash Dividends)