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)
June 12, 2019
 

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
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))

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

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.    ¨
 
 
 
 
 




 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)     Departure of Directors or Certain Officers . On June 12, 2019, John Steven Cole, President, Cole & Associates, retired from the Board of Directors (the “Board”) of Oil-Dri Corporation of America (the “Company”), effective as of that date. Mr. Cole jointed the Board in 1981 and served as a member of both the Audit and Executive Committees. Mr. Cole’s retirement from his position as a director was not the result of any disagreements between Mr. Cole and the Company on any matters relating to the Company’s operations, policies or practices.

(d) Election of New Director . Also on June 12, 2019, the Board of the Company appointed Paul M. Hindsley, Managing Director and Partner, William Blair & Company, as a member of the Board. Mr. Hindsley will serve on the Audit Committee of the Board.

A copy of the Registrant’s press release announcing Mr. Cole’s retirement and Mr. Hindsley’s appointment is attached as Exhibit 99.1 and the information contained therein is incorporated herein by reference.

 
Item 8.01
Other Events.
 
At its regular meeting on June 12, 2019 , the Board declared quarterly cash dividends of $ 0.25 per share of the Company’s Common Stock and $ 0.1875 per share of the Company’s Class B Stock. The dividends will be payable on August 30, 2019 , to stockholders of record at the close of business on August 16, 2019 . 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
Number
 
 
 
Description of Exhibits
 
 
 
99.1
 
 




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:   June 12, 2019


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