Oil-Dri Corp of America
For the period ended Oct 29, 2024. Filed Oct 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 29, 2024 · Filed Oct 29, 2024
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DEF 14A 1 a2024definitiveproxyfiling.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant x | Filed by a Party other than the Registrant o |
|---|---|
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Under § 240.14a-12 |
Oil-Dri Corporation of America
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
October 29, 2024
Dear Stockholder:
The Board of Directors and all of us on the management team of Oil-Dri Corporation of America cordially invite you to attend the 2024 Annual Meeting of Stockholders, which will be held virtually on Wednesday, December 11, 2024, at 9:30 a.m., Central Time. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ODC2024.
The matters expected to be acted on at the meeting are described in the attached Proxy Statement. We are recommending a slate of nine directors to be elected to our Board of Directors. Their biographies and qualifications appear in the Proxy Statement. In addition, we ask that you ratify the appointment of Grant Thornton LLP as our independent auditor for the fiscal year ending July 31, 2025. We are also asking that you approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock in order to enable us to effect a 2:1 stock split in the form of a stock dividend.
We encourage you to read our Annual Report on Form 10-K for the fiscal year ending July 31, 2024 that is available at www.proxyvote.com. It includes information on our operations, markets, products, services, and known risk factors, as well as our audited consolidated financial statements.
We will be holding the Annual Meeting virtually this year, as we believe the virtual format enables greater stockholder attendance and participation, improved meeting efficiency, increases our ability to communicate effectively with our stockholders, and reduces the cost of the Annual Meeting. You will not be able to attend the Annual Meeting in person.
Immediately following adjournment of the Annual Meeting, we will review with attendees the results of the past year and look at some of the potential opportunities that lie ahead.
We look forward to your participation in the Annual Meeting. Whether you plan to attend the Annual Meeting or not, you can be sure your shares are represented at the Annual Meeting by voting over the Internet or by telephone, as instructed in the Notice Regarding Availability of Proxy Materials or proxy card. If you received a Notice Regarding the Availability of Proxy Materials in the mail, you may also request a paper copy of the Proxy Materials and proxy card to submit your vote by mail if you prefer.
Sincerely,
DANIEL S. JAFFEE
Chairman of the Board of Directors and President and Chief Executive Officer
This proxy statement is dated October 29, 2024 and is being made available to stockholders via the Internet on or about October 29, 2024.
Table of Contents
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | ii |
|---|---|
| GENERAL INFORMATION | 1 |
| Commonly Asked Questions and Answers | 2 |
| CORPORATE RESPONSIBILITY AND ESG | 10 |
| PROPOSALS | 14 |
| 1. Election of Directors | 14 |
| 2. Ratification of Appointment of Independent Auditor | 19 |
| 3. Approval of an Amendment to the Certificate of Incorporation | 20 |
| 4. Other Matters for the Annual Meeting | 22 |
| CORPORATE GOVERNANCE MATTERS | 22 |
| Controlled Company Status | 22 |
| Director Independence | 23 |
| Executive Sessions of Non-Management Directors | 23 |
| Board of Directors Committee Membership and Meetings | 24 |
| Director Nominations | 28 |
| Board Leadership Structure and Role in Risk Oversight | 29 |
| Communication with the Board of Directors | 31 |
| Director Compensation | 31 |
| Director Compensation Table | 32 |
| Directors’ Option Awards Outstanding Table | 33 |
| Corporate Governance Guidelines and Code of Ethics | 33 |
| Certain Relationships and Related Party Transactions | 34 |
| Report of the Audit Committee of the Board of Directors | 36 |
| EXECUTIVE OFFICERS | 37 |
| EXECUTIVE COMPENSATION | 38 |
| Summary Compensation Table | 38 |
| All Other Compensation Table | 38 |
| Narrative Disclosure to Summary Compensation Table | 39 |
| Outstanding Equity Awards at Fiscal 2024 Year End | 43 |
| Nonqualified Deferred Compensation for Fiscal 2024 | 45 |
| Benefits upon Termination or Change in Control | 46 |
| STOCK OWNERSHIP | 48 |
| Principal Stockholders | 48 |
| Security Ownership of Management | 50 |
| OTHER INFORMATION | 52 |
| APPENDIX A - Proposed Amendment to the Certificate of Incorporation | 54 |
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