Document


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, 2016
 
 
 
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 5.07
Submission of Matters to a Vote of Security Holders.
 
The Registrant held its annual meeting of stockholders on December 13, 2016. See the Proxy Statement for more information on the proposals presented at the meeting, the relevant portions of which are incorporated herein by reference.
 
PROPOSAL 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
 
24,836,910

 
183,248

 
739,848

Daniel S. Jaffee
 
23,545,764

 
1,444,394

 
739,848

Richard M. Jaffee
 
23,478,175

 
1,541,983

 
739,848

Joseph C. Miller
 
22,737,296

 
2,282,862

 
739,848

Michael A. Nemeroff
 
22,570,530

 
2,449,628

 
739,848

George C. Roeth
 
24,945,480

 
74,678

 
739,848

Allan H. Selig
 
23,658,988

 
1,361,170

 
739,848

Paul E. Suckow
 
24,316,738

 
703,420

 
739,848

Lawrence E. Washow
 
24,933,272

 
86,886

 
739,848


PROPOSAL 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, 2016. The voting results were as follows:
For
25,630,357

Against
127,258

Abstain
2,391

 
 
Item 8.01
Other Events.
 
Also on December 13, 2016, the Registrant’s Board of Directors declared quarterly cash dividends of $0.22 per share of the Registrant’s Common Stock and 0.165 per share of the Registrant’s Class B Stock. The dividends will be payable on March 3, 2017, to stockholders of record at the close of business on February 17, 2017. 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, 2016 (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, 2016
 





Exhibit Index
 

Exhibit
Number
 
 
 
Description of Exhibits
 
 
 
99.1

 
Press Release dated December 13, 2016 (Cash Dividends)