Oil-Dri of America (ODC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 9, 2025, with voting on director elections and auditor ratification; shareholders can participate online and submit questions during the meeting.

• The company completed a two-for-one stock split in January 2025, and all share amounts in the proxy reflect this adjustment.

• Proxy materials are available online, and shareholders are encouraged to vote electronically or by phone for efficiency and cost savings.

• Forward-looking statements are included, cautioning about risks and uncertainties affecting future results.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors and ratifying Grant Thornton LLP as independent auditor for fiscal 2026.

• No shareholder proposals or nominations were received by the deadline; only board proposals will be considered.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Voting can be done online, by phone, or by mail; beneficial owners must follow broker instructions.

Board of directors and corporate governance

• Board consists of nine members, with a majority being independent; two new directors have joined since 2021 to ensure board refreshment.

• The company is a “controlled company” under NYSE rules, relying on exemptions for nominating and compensation committees.

• Board committees include Audit, Compensation, Nominating, Retirement Plans, and Executive; committee chairs and memberships are specified.

• Lead Director role is held by an independent director, and non-management directors meet in executive session at every regular board meeting.

• Board diversity is highlighted, with 33% of executive officers and 36% of salaried staff being women.