What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-10-13 compared with 2019-10-10 · 29 added, 14 removed, 247 unchanged (15% of the section changed)

7 unchanged sentences

Changes in Internal Control over Financial Reporting

The Company is engaged in a multi-year implementation of a new ERP system designed to upgrade our technology and improve our financial and operational information.

While the Company believes that this new system and related changes to internal controls will ultimately strengthen its internal control over financial reporting, there are inherent risks in implementing a new ERP system.

The Company has appropriately considered these changes in its design of and testing for effectiveness of internal controls over financial reporting and concluded, as part of the evaluation described in the above paragraph, that the implementation of the new ERP in these circumstances has not materially changed the effectiveness of its internal control over financial reporting.

The Company has made enhancements to the functionality of our existing ERP system so as to upgrade our technology and improve our financial and operational information.

The Company has appropriately considered these functionality enhancements in its design of and testing for effectiveness of internal controls over financial reporting and concluded, as part of the evaluation described in the above paragraph, that the ongoing enhancement of the ERP system has not materially changed the effectiveness of its internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that many of our employees are working remotely due to COVID-19.

We are continually monitoring and assessing the effects of COVID-19 on our internal controls to minimize the impact to their design and operating effectiveness.

There were no changes, other than those described herein, in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

12 unchanged sentences

The information required by this Item (except as set forth below) is contained in Oil-Dri’s Proxy Statement for its 2020 annual meeting of stockholders under the captions “1.

Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Director Nominations,” “Audit Committee” and “Corporate Governance Matters” and is incorporated herein by this reference.

Election of Directors,” “Executive Officers,” “Director Nominations,” “Board of Directors Committee Membership and Meetings,” “Audit Committee” and “Corporate Governance Matters” and is incorporated herein by this reference.

The Company has adopted a Code of Ethics and Business Conduct (the “Code”) which applies to all of its directors, officers (including the Company’s Chief Executive Officer and senior financial officers) and employees.

4 unchanged sentences

ITEM 11 – EXECUTIVE COMPENSATION

The information required by this Item is contained in Oil-Dri ’ s Proxy Statement for its 2019 annual meeting of stockholders under the captions “Executive Compensation,” “Director Compensation” and “Compensation Committee” and is incorporated herein by reference.

The information required by this Item is contained in Oil-Dri ’ s Proxy Statement for its 2020 annual meeting of stockholders under the captions “Executive Compensation,” “Director Compensation,” “Board of Directors Committee Membership and Meetings,”and “Compensation Committee” and is incorporated herein by reference.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

15 unchanged sentences

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is contained in Oil-Dri’s Proxy Statement for its 2019 annual meeting of stockholders under the caption “Auditor Fees” and is incorporated herein by reference.

The information required by this Item is contained in Oil-Dri’s Proxy Statement for its 2020 annual meeting of stockholders under the caption “Other Matters Relating to the Independent Auditor - Auditor Fees” and is incorporated herein by reference.

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

64 unchanged sentences

SEC Document Reference

Amended and Restated Note Purchase and Private Shelf Agreement, dated as of May 15, 2020, among Oil-Dri Corporation of America, PGIM, Inc.

and existing noteholders and purchasers named therein.

Incorporated by reference to Exhibit 10.1 to Oil-Dri's (file No.

001-12622) Current Report on Form 8-K filed on May 21, 2020.

Description of 1987 Executive Deferred Compensation Program.*

13 unchanged sentences

001-12622) Quarterly Report on Form 10-Q for the quarter ended April 30, 2003.

First Amendment, effective March 1, 2020, to the Oil-Dri Corporation of America Supplemental Executive Retirement Plan dated April 1, 2003.*

Incorporated by reference to Exhibit 10.1 to Oil-Dri's (File No.

001-12622) Quarterly Report on Form 10-Q for the quarter ended January 31, 2020.

Second Amendment, effective June 30, 2020, to the Oil-Dri Corporation of America Supplemental Executive Retirement Plan dated April 1, 2003.*

Filed herewith

Oil-Dri Corporation of America Annual Incentive Plan (as amended and restated effective January 1, 2008).*

4 unchanged sentences

001-12622) Quarterly Report on Form 10-Q for the quarter ended January 31, 2008.

First Amendment, effective July 1, 2020, to the Oil-Dri Corporation of America 2005 Deferred Compensation Plan (as amended and restated effective January 1, 2008).*

Filed herewith

Oil-Dri Corporation of America 2006 Long Term Incentive Plan (as amended and restated effective July 28, 2006)*

1 unchanged sentence

001-12622) Definitive Proxy Statement on Schedule 14A filed on November 3, 2006.

SEC Document Reference

First Amendment, effective as of January 1, 2008, to Oil-Dri Corporation of America 2006 Long Term Incentive Plan (as amended and restated effective July 28, 2006)*

4 unchanged sentences

001-12622) Definitive Proxy Statement on Schedule 14A filed on October 28, 2015.

Third Amendment to Oil-Dri Corporation of America 2006 Long Term Incentive Plan*

Incorporated by reference to Appendix A of Oil-Dri's (File No.

001-12622) Definitive Proxy Statement on Schedule 14A filed on October 30, 2019

Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Stock Option Agreement for Class A Common Stock.*

7 unchanged sentences

001-12622) Current Report on Form 8-K filed on December 11, 2006.

SEC Document Reference

Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Director Stock Option Agreement for Common Stock.*

16 unchanged sentences

Filed herewith.

SEC Document Reference

Code of Ethics

11 unchanged sentences

XBRL Taxonomy Instance Document

Furnished herewith.

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

XBRL Taxonomy Extension Schema Document

4 unchanged sentences

Furnished herewith.

SEC Document Reference

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Furnished herewith

XBRL Taxonomy Extension Labels Linkbase Document

23 unchanged sentences

October 13, 2020

/s/ Joseph C.

October 10, 2019

Vice Chairman of the Board of Directors

/s/ Michael A.

12 unchanged sentences

Balance, beginning of year

(Reduction) Addition

Net recovery (write off)

Addition (Reduction)

Balance, end of year

3 unchanged sentences

Description of Capital Stock

Second Amendment, effective June 30, 2020, to the Oil-Dri Corporation of America Supplemental Executive Retirement Plan dated April 1, 2003.

First Amendment, effective July 1, 2020, to the Oil-Dri Corporation of America 2005 Deferred Compensation Plan (as amended and restated effective January 1, 2008).

Statement Re:

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures