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 9, 2025 OIL-DRI CORPORATION OF AMERICA (Exact name of the registrant as specified in its charter) Delaware 001-12622   36-2048898  (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.)      410 North Michigan Avenue , Suite 400     Chicago , Illinois 60611-4213 (Address of principal executive offices) (Zip Code) The registrant's telephone number, including area code: ( 312 ) 321-1515     (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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.10 per share ODC New York Stock Exchange 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. The Company held its annual meeting of stockholders on December 9, 2025 (the “Annual Meeting”), and there were 8,953,628 shares of the Company's Common Stock, par value $0.10 per share (“Common Stock”), each share entitled to one vote per share, and 4,172,064 shares of the Company's Class B Stock, par value $0.10 per share (“Class B Stock”), each share entitled to ten votes per share, represented in person or by proxy at the meeting. As of October 13, 2025, the record date of the Annual Meeting, 10,373,180 shares of Common Stock and 4,269,856 shares of Class B Stock were outstanding. See the Company’s 2025 Proxy Statement (the “Proxy”) 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 46,669,369  2,450,882  1,554,017  Paul M. Hindsley 43,399,164  5,721,087  1,554,017  Daniel S. Jaffee 46,664,678  2,455,573  1,554,017  Michael A. Nemeroff 46,473,559  2,646,692  1,554,017  George C. Roeth 46,996,895  2,123,356  1,554,017  Amy L. Ryan 43,393,844  5,726,407  1,554,017  Patricia J. Schmeda 46,998,936  2,121,315  1,554,017  Allan H. Selig 46,714,222  2,406,029  1,554,017  Lawrence E. Washow 46,910,857  2,209,394  1,554,017  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, 2026. The voting results were as follows: For 50,618,020  Against 50,547  Abstain 5,701    Item 8.01 Other Events.   On December 11, 2025, the Company issued a press release announcing that, at its regular meeting on December 11, 2025, the Board declared quarterly cash dividends of $0.205 per share of Common Stock, and $0.153 per share of Class B Stock. The dividends will be payable on March 6, 2026 to stockholders of record at the close of business on February 20, 2026. A copy of the press release 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 Dividends Press Release of the Company dated December 10, 2025 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document) SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     OIL-DRI CORPORATION OF AMERICA       By: /s/   Anthony W. Parker       Anthony W. Parker     Vice President, General Counsel & Secretary   Date: December 11, 2025