Oil-Dri of America (ODC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 11, 2024, with shareholders able to vote and ask questions online.

• Key proposals include electing nine directors, ratifying Grant Thornton LLP as auditor, and amending the Certificate of Incorporation to increase authorized shares for a 2:1 stock split.

• The company qualifies as a smaller reporting company and utilizes scaled SEC disclosure requirements.

• Shareholders can vote online, by phone, or by mail, and may change their vote up to the meeting date.

Voting matters and shareholder proposals

• Proposals: elect nine directors, ratify Grant Thornton LLP as auditor for fiscal 2025, approve amendment to increase authorized shares for a 2:1 stock split, and address other business as needed.

• Board recommends voting FOR all proposals.

• No shareholder proposals or nominations were received by the deadline.

Board of directors and corporate governance

• Board consists of nine members, with a majority being independent.

• Board committees include Audit, Compensation, Nominating, Retirement Plans, and Executive Committees.

• The company is a "controlled company" under NYSE rules, relying on certain governance exemptions.

• Board refreshment efforts include two new directors since 2021 and a focus on cybersecurity expertise.

• Lead Director role is held by an independent director to enhance governance.