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[8-K] Oil-Dri Corp of America Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Oil-Dri Corporation of America updated key executive and director compensation documents. On April 3, 2026, the Compensation Committee approved a second amendment to the 2005 Deferred Compensation Plan to realign who qualifies as an eligible employee or director with the company’s current salary grade structure.

The amendment also clarifies what counts as a separation from service when an employee reduces their level of services, and changes how plan earnings are credited from an annual schedule to at least quarterly. The committee also adopted updated forms of restricted stock agreements under the 2006 Long-Term Incentive Plan for Class A Common Stock, Common Stock, Class B Stock, and director awards, replacing prior forms to better reflect current company practices.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Deferred Compensation Plan amendment date April 3, 2026 Second amendment approval by Compensation Committee
Deferred Compensation Plan year 2005 Oil-Dri Corporation of America 2005 Deferred Compensation Plan
Long-Term Incentive Plan year 2006 Oil-Dri Corporation of America 2006 Long-Term Incentive Plan
Par value per share $0.10 per share Common Stock, Class A Common Stock, and Class B Stock
Prior 10-K fiscal year end July 31, 2025 Date of 10-K that included prior restricted stock forms
Deferred Compensation Plan financial
"the Oil-Dri Corporation of America 2005 Deferred Compensation Plan (the “Deferred Compensation Plan”)"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
Separation from Service financial
"amends the definition of “Separation from Service” to clarify the factors"
Earnings financial
"adjusts the process for crediting Earnings (as defined in the Deferred Compensation Plan)"
Earnings are the money a company keeps after paying all its bills, taxes and operating costs — essentially the company’s profit. Like the cash left in your wallet after paying rent and groceries, earnings show whether the business is making more than it spends; investors use earnings to judge a company’s health, future growth potential, dividend ability and to compare value across companies, which often moves the stock price.
Restricted Stock Agreement financial
"amended forms of agreements that the Company will use from time to time in making restricted stock awards"
Long Term Incentive Plan financial
"Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
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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)April 3, 2026

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.10 per shareODCNew 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(e)

Second Amendment to the 2005 Deferred Compensation Plan

On April 3, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Oil-Dri Corporation of America (the “Company”) approved the second amendment (the “Second Amendment”) to the Oil-Dri Corporation of America 2005 Deferred Compensation Plan (the “Deferred Compensation Plan”), in which the Company’s executive officers and other senior managers are eligible to participate. The Second Amendment, among other things, (i) amends the definition of “Eligible Employee or Director” to better align with the Company’s current salary grade structure, (ii) amends the definition of “Separation from Service” to clarify the factors that qualify as a termination of employment for an employee reducing their level of services to the Company, and (iii) adjusts the process for crediting Earnings (as defined in the Deferred Compensation Plan) from annually to at least quarterly. The foregoing description is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended Forms of Restricted Stock Agreements

On April 3, 2026, the Compensation Committee also approved the following amended forms of agreements that the Company will use from time to time in making restricted stock awards to its employees or directors pursuant to the Oil-Dri Corporation of America 2006 Long-Term Incentive Plan: (i) form of employee restricted stock agreement for Class A Common Stock, par value $0.10 per share; (ii) form of employee restricted stock agreement for Common Stock, par value $0.10 per share (“Common Stock”); (iii) form of employee restricted stock agreement for Class B Stock, par value $0.10 per share; and (iv) form of director restricted stock agreement for Common Stock. These amended forms of restricted stock agreements better align with current Company practices, and replace the current forms of restricted stock agreement which were filed as exhibits to the Company’s Annual Report on Form 10-K for its fiscal year ended July 31, 2025. Copies of these documents are filed as Exhibits 10.2 through 10.5 to this Current Report on Form 8-K and are incorporated herein by reference.

 Item 9.01Financial Statements and Exhibits.
 
(d)Exhibits
Exhibit  
Number Description of Exhibits
   
10.1 
Second Amendment, effective April 3, 2026, to the Oil-Dri Corporation of America 2005 Deferred Compensation Plan (as amended and restated effective January 1, 2008).
10.2 
Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Class A Common Stock.
10.3 
Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Common Stock.
10.4 
Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Class B Stock.
10.5 
Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Director Restricted Stock Agreement for Common Stock.
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: April 3, 2026


Filing Exhibits & Attachments

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