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Changes in Internal Control over Financial Reporting
−Removed: 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.
−Removed: 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 in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fiscal year ended July 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B – OTHER INFORMATION
+Added: On June 29, 2023, the Company entered into the Sixth Amendment (the “Amendment”) to the Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001 between A&M Products Manufacturing Company, a subsidiary of The Clorox Company, and Oil-Dri Corporation of America (as amended by the First Amendment, dated December 13, 2002, the Second Amendment, dated October 15, 2007, the Third Amendment, dated May 27, 2016, the Fourth Amendment, dated December 4, 2020, and the Fifth Amendment, dated April 10, 2023, the “Memorandum Agreement”).
+Added: The Amendment extends the initial term of the Memorandum Agreement.
+Added: On September 21, 2023, the Company entered into the Seventh Amendment (the “Seventh Amendment”) to the Memorandum of Agreement, as amended by the Sixth Amendment.
+Added: The Seventh Amendment further extends the initial term of the
+Added: Memorandum Agreement.
+Added: The foregoing is a brief description of the material terms of the Sixth Amendment and the Seventh Amendment and does not purport to be a complete description of the rights and obligations of the parties thereunder.
+Added: The foregoing description is qualified in its entirety by reference to the Sixth Amendment and the Seventh Amendment, which are filed as Exhibits 10.40 and 10.41 to this Annual Report on Form 10-K, respectively.
+Added: ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this Item (except as set forth below) is contained in Oil-Dri’s Proxy Statement for its 2022 annual meeting of stockholders under the captions “PROPOSALS - 1.
+Added: The information required by this Item (except as set forth below) will be included in Oil-Dri’s Proxy Statement for its 2023 annual meeting of stockholders under the captions “PROPOSALS - 1.
Election of Directors,” “Executive Officers,” “CORPORATE GOVERNANCE MATTERS - Director Nominations,” “Board of Directors Committee Membership and Meetings,” (including the “Audit Committee” section thereunder) and “Corporate Governance Matters” and is incorporated herein by this reference.
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ITEM 11 – EXECUTIVE COMPENSATION
−Removed: The information required by this Item is contained in Oil-Dri ’ s Proxy Statement for its 2022 annual meeting of stockholders under the captions “Executive Compensation,” “CORPORATE GOVERNANCE MATTERS – Director Compensation,” and “Board of Directors Committee Membership and Meetings,” (including the “Compensation Committee” thereunder) and is incorporated herein by reference.
+Added: The information required by this Item will be included in Oil-Dri ’ s Proxy Statement for its 2023 annual meeting of stockholders under the captions “Executive Compensation,” “CORPORATE GOVERNANCE MATTERS – Director Compensation,” and “Board of Directors Committee Membership and Meetings,” (including the “Compensation Committee” thereunder) and is incorporated herein by reference.
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: Except as set forth herein, t he information required by this Item is contained in Oil-Dri’s Proxy Statement for its 2022 annual meeting of stockholders under the captions “Principal Stockholders” and “Security Ownership of Management” and is incorporated herein by reference.
+Added: Except as set forth herein, t he information required by this Item will be included in Oil-Dri’s Proxy Statement for its 2023 annual meeting of stockholders under the captions “Principal Stockholders” and “Security Ownership of Management” and is incorporated herein by reference.
Equity Compensation Plan Information.
10 unchanged sentences
ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item is contained in Oil-Dri’s Proxy Statement for its 2022 annual meeting of stockholders under the captions “CORPORATE GOVERNANCE MATTERS – Certain Relationships and Related Party Transactions” and “Director Independence” and is incorporated herein by reference.
+Added: The information required by this Item will be included in Oil-Dri’s Proxy Statement for its 2023 annual meeting of stockholders under the captions “CORPORATE GOVERNANCE MATTERS – Certain Relationships and Related Party Transactions” and “Director Independence” and is incorporated herein by reference.
ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information required by this Item is contained in Oil-Dri’s Proxy Statement for its 2022 annual meeting of stockholders under the caption “Other Matters Relating to the Independent Auditor - Auditor Fees” and is incorporated herein by reference.
+Added: The information required by this Item will be included in Oil-Dri’s Proxy Statement for its 2023 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
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2 to Amended and Restated Note Purchase and Private Shelf Agreement.
−Removed: Incorporated by reference to Exhibit 10.
−Removed: 2 to Oil-Dri’s (file No.
+Added: Incorporated by reference to Exhibit 10.2 to Oil-Dri’s (file No.
001-12622) Quarterly Report on Form 10-Q for the quarter ended April 30, 2022.
+Added: Description SEC Document Reference
10.37 Sixth Amendment to Credit Agreement dated as of August 30, 2022, between Oil-Dri Corporation of America and BMO Harris Bank N.A.
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and existing noteholders named therein.
−Removed: Incorporated by reference to Exhibit 10.
−Removed: 2 to Oil-Dri's (file No.
+Added: Incorporated by reference to Exhibit 10.2 to Oil-Dri's (file No.
001-12622) Current Report on Form 8-K filed on September 6, 2022.
+Added: 10.39 Fifth Amendment, dated as of April 10, 2023, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Incorporated by reference to Exhibit 10.1 to Oil-Dri's (file No.
+Added: 001-12611) Quarterly Report on Form 10-Q for the quarter ended April 30, 2023.
+Added: 10.40 Sixth Amendment, dated as of June 29, 2023, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Filed herewith.
+Added: 10.41 Seventh Amendment, dated as of September 21, 2023, to Memorandum of Agreement #1450 “Fresh Step”® dated as of March 12, 2001.† Filed herewith.
14.1 Amended and Restated Code of Ethics Available at Oil-Dri’s website at www.oildri.com or in print upon request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, IL 60611-4213, telephone (312) 321-1515 or e-mail to info@oildri.com.
1 unchanged sentence
23.1 Consent of Independent Registered Public Accounting Firm Filed herewith.
−Removed: Description SEC Document Reference
31.1 Certifications pursuant to Rule 13a – 14(a).
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101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Furnished herewith.
+Added: Description SEC Document Reference
101.DEF XBRL Taxonomy Extension Definition Linkbase Document Furnished herewith.
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Ryan October 12, 2023
+Added: /s/ Patricia J.
+Added: Schmeda October 12, 2023
Selig October 12, 2023
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Balance, end of year $ 1,698 $ 1,761
−Removed: 4.1 Description of Capital Stock
−Removed: 21.1 Subsidiaries of Oil-Dri Corporation of America
−Removed: 23.1 Consent of Independent Registered Public Accounting Firm
−Removed: 31.1 Certifications by Daniel S.
−Removed: Jaffee, President and Chief Executive Officer and Susan M.
−Removed: Kreh, Chief Financial Officer, required by Rule 13a-14(a)
−Removed: 32.1 Certifications pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
−Removed: 95 Mine Safety Disclosure
−Removed: 101.INS XBRL Instance Document
−Removed: 101.SCH XBRL Taxonomy Extension Schema Document
−Removed: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
−Removed: 101.LAB XBRL Taxonomy Extension Labels Linkbase Document
−Removed: 101.PRE XBRL Taxonomy Extension Presentation Linkbase
−Removed: Stockholders may receive copies of the above listed exhibits, without fee, by written request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611-4213, telephone (312) 321-1515 or e-mail to info@oildri.com.
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.