Oil-Dri of America (ODC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 11, 2024, allowing shareholders to vote and participate online, with a focus on increased accessibility and efficiency.

• Shareholders will vote on electing nine directors, ratifying Grant Thornton LLP as independent auditor, and approving an amendment to increase authorized shares for a 2:1 stock split.

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

• The board recommends voting in favor of all proposals and highlights the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying the auditor, and amending the Certificate of Incorporation for a stock split.

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

• Voting can be done online, by phone, or by mail, with detailed instructions provided.

• A majority of shares constitutes a quorum; broker non-votes and abstentions are addressed per NYSE rules.

Board of directors and corporate governance

• The board consists of nine members, with a mix of management and independent directors.

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

• Committees include Audit, Compensation, Nominating, Retirement Plans, and Executive, with clear roles and independent oversight.

• Board refreshment is ongoing, with two new directors added since 2021, including expertise in IT and cybersecurity.

• The board has an independent Lead Director and holds regular executive sessions without management.