Shareholder Vote · Company Update

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 11, 2018   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 Not applicable (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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company    ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨           Item 5.07 Submission of Matters to a Vote of Security Holders.   Oil-Dri Corporation of America (the “Company”) held its annual meeting of stockholders on December 11, 2018 . See the Company’s 2018 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 nominees for director recommended by the Company’s Board of Directors (the “Board”). The voting results were as follows: Director   For   Withheld   Broker Non-Votes Ellen-Blair Chube   22,614,684   53,572   917,120 J. Steven Cole   22,517,372   150,884   917,120 Daniel S. Jaffee   21,476,455   1,191,801   917,120 Joseph C. Miller   20,586,567   2,081,689   917,120 Michael A. Nemeroff   20,287,660   2,380,596   917,120 George C. Roeth   22,607,888   60,368   917,120 Allan H. Selig   20,396,175   2,272,081   917,120 Paul E. Suckow   21,996,442   671,814   917,120 Lawrence E. Washow   22,609,927   58,329   917,120 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, 2019 . The voting results were as follows: For 23,500,480 Against 82,639 Abstain 2,257     Item 8.01 Other Events.   Also on December 11, 2018 , the Company’s Board of Directors declared quarterly cash dividends of $ 0.24 per share of the Company’s Common Stock and 0.18 per share of the Company’s Class B Stock. The dividends will be payable on March 1, 2019 , to stockholders of record at the close of business on February 15, 2019 . A copy of the Company’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 11, 2018 (Cash Dividends)   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     OIL-DRI CORPORATION OF AMERICA             By: /s/ Laura G. Scheland       Laura G. Scheland       Vice President, General Counsel and Secretary           Date:   December 11, 2018