Unassociated Document
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)
|
|
October
15, 2008
|
|
Oil-Dri
Corporation of America
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
|
0-8675
|
|
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
|
|
|
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers;
Compensatory Arrangements of Certain Officers
(e)
At
its regular meeting on October 15, 2008, the Compensation Committee of the
Board
of Directors of Oil-Dri Corporation of America (the “Company”) approved the
performance measure and targets to be used to determine incentive awards under
the Oil-Dri Corporation of America Annual Incentive Plan (the “Plan”) for the
fiscal year ending July 31, 2009 (“fiscal 2009”). Under the Plan, eligible
employees (including the Company’s principal executive officer (the “Chief
Executive Officer”), principal financial officer and the three other most highly
paid executive officers as of July 31, 2008 (collectively, the “Named Executive
Officers”)) may receive annual cash incentive awards equal to a percentage of
base salary. The Plan provides for the possibility of awards based on corporate
financial performance; special performance, including individual, departmental
or divisional performance; or a combination of the two. The performance measure
approved for fiscal 2009 is corporate financial performance as measured by
achievement of target pre-tax, pre-bonus income as specified in the Company’s
fiscal 2009 annual incentive plan. Fiscal 2009 annual incentive plan target
pre-tax, pre-bonus income will differ from pre-tax income shown in the Company’s
fiscal 2009 audited financial statements in that the former will (i) include
the
entire amount of annual incentive plan awards, both cash and the executive
deferred bonus awards described below, for fiscal 2009 and (ii) exclude the
amortization in fiscal 2009 for prior years’ executive deferred bonus awards. As
a result of these differences, the performance measure under the fiscal 2009
annual incentive plan takes into consideration the full amount of any executive
deferred bonus awards in the fiscal year for which they are made, rather than
amortizing those awards over their vesting period. The foregoing covers only
those differences known at the time of the adoption of the fiscal 2009
performance measure. With approval of the Compensation Committee, other items
which may arise during fiscal 2009 because of extraordinary or nonrecurring
events or changes in applicable accounting rules or similar events may also
be
used to adjust annual incentive plan target pre-tax, pre-bonus
income.
The
fiscal 2009 annual incentive plan provides that employees exempt from the
overtime requirements of the Fair Labor Standards Act (“exempt employees”) will
receive their full target bonus if the Company achieves 100% of its annual
incentive plan target. If the Company achieves 110% of its annual incentive
plan
target, bonuses of 150% of target bonus will be paid, and if the Company
achieves 120% of its annual incentive plan target, bonuses of 200% of target
bonus will be paid. Under the Plan, bonuses are capped at 200% of target bonus.
If the Company achieves 90% of its annual incentive plan target, bonuses of
50%
of target bonus will be paid. If the Company achieves 84% of its annual
incentive plan target, bonuses of 25% of target will be paid. Additional
specific targets between 84% of annual incentive plan target and 120% of annual
incentive plan target were also approved. If performance falls between two
of
the specified targets, the bonus payment percentage will be
prorated.
Employees
not exempt from the overtime requirements of the Fair Labor Standards Act will
receive their full target bonus of 7.5% of pay if the Company achieves 84%
or
more of its annual incentive plan target. Bonuses for these employees are capped
at 100% of target bonus. For all participating employees, if performance is
below 25% of the annual incentive plan target, the Chief Executive Officer
has
discretion to pay up to 25% of target bonus.
The
Plan
also provides for the possibility of executive deferred bonus awards for the
Company’s senior management (including the Named Executive Officers). The fiscal
2009 performance measure and targets for executive deferred bonus awards under
the Plan are the same as those listed above for exempt employees, except that
no
executive deferred bonus awards will be made unless 75% of target bonus is
earned (meaning the Company has achieved approximately 95% of its annual
incentive plan target). Executive deferred bonus awards earned in fiscal 2009
will vest and be payable at the end of three years,
on July
31, 2012, provided the participant is employed by the Company at that time.
The
Plan specifies certain events which may result in earlier vesting. All
of
the Named Executive Officers, except the Chief Executive Officer, and other
members of senior management are participants in the executive deferred bonus
portion of the Plan for fiscal 2009.
Target
bonuses for the cash portion of the Plan range from 4% to 50% of base salary;
target bonuses for the executive deferred bonus portion range from 5% to 16%
of
base salary. The specific percentage for both the cash and executive deferred
portions of the Plan are determined by each eligible employee’s salary grade.
Essentially all salaried employees of the Company and its domestic, United
Kingdom and Canadian subsidiaries are eligible to participate in the Plan;
at
July 31, 2008, there were approximately 285 eligible employees.
The
bonus
opportunity for fiscal 2009 as a percent of base salary (as of the end of fiscal
2009) that each Named Executive Officer would receive if threshold, targeted
and
maximum performance is achieved is shown below:
|
|
|
|
|
|
|
Bonus
Opportunity as a % of Base Salary
|
|
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
Cash
Bonus
|
|
Deferred
Bonus
|
|
Total
Bonus
|
|
Cash
Bonus
|
|
Deferred
Bonus
|
|
Total
Bonus
|
|
Cash
Bonus
|
|
Deferred
Bonus
|
|
Total
Bonus
|
|
Daniel
S. Jaffee
|
|
|
12.50
|
%
|
|
|
0
|
%
|
|
|
12.50
|
%
|
|
|
50.00
|
%
|
|
|
0
|
%
|
|
|
50.00
|
%
|
|
|
100.00
|
%
|
|
|
0
|
%
|
|
|
100.00
|
%
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew
N. Peterson
|
|
|
10.00
|
%
|
|
|
0
|
%
|
|
|
10.00
|
%
|
|
|
40.00
|
%
|
|
|
16.00
|
%
|
|
|
56.00
|
%
|
|
|
80.00
|
%
|
|
|
32.00
|
%
|
|
|
112.00
|
%
|
|
Vice
President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas
F. Cofsky
|
|
|
10.00
|
%
|
|
|
0
|
%
|
|
|
10.00
|
%
|
|
|
40.00
|
%
|
|
|
16.00
|
%
|
|
|
56.00
|
%
|
|
|
80.00
|
%
|
|
|
32.00
|
%
|
|
|
112.00
|
%
|
|
Vice
President of Manufacturing and Logistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian
K. Bancroft
|
|
|
7.50
|
%
|
|
|
0
|
%
|
|
|
7.50
|
%
|
|
|
30.00
|
%
|
|
|
12.00
|
%
|
|
|
42.00
|
%
|
|
|
60.00
|
%
|
|
|
24.00
|
%
|
|
|
84.00
|
%
|
|
Vice
President and Chief Procurement Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles
P. Brissman
|
|
|
8.25
|
%
|
|
|
0
|
%
|
|
|
8.25
|
%
|
|
|
33.00
|
%
|
|
|
13.20
|
%
|
|
|
46.20
|
%
|
|
|
66.00
|
%
|
|
|
26.40
|
%
|
|
|
92.40
|
%
|
|
Vice
President, General Counsel and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
The
percentages shown above are based on the salary grades of the Named Executive
Officers as of September 30, 2008 and may change if the salary grade of a Named
Executive Officer changes during fiscal 2009.
The
Chief
Executive Officer may exercise discretion in determining the incentive bonus
to
be paid under the Plan to any employee, including the Named Executive Officers,
except himself, as shown below:
· |
The
Chief Executive Officer may increase or decrease any participant’s percent
of cash corporate financial performance bonus earned by up to 25
percentage points, subject to limitations specified in the Plan.
For
example, if according to the corporate financial performance measure,
75%
of the corporate financial performance bonus has been earned, the
Chief
Executive Officer may adjust an individual participant’s percent of
corporate financial performance bonus earned to as little as 50%
or as
much as 100%.
|
· |
The
Chief Executive Officer has complete discretion to adjust individual
executive deferred bonus awards downward or upward, based on the
participant’s individual performance and/or the performance of the
participant’s department or
division.
|
The
foregoing summary is qualified in its entirety by reference to the full and
complete terms of the Plan, which was attached as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on October 13, 2006, and which is incorporated
herein by reference.
As
was
the case in fiscal years 2007 and 2008, the Chief Executive Officer has
requested that he not be eligible for an executive deferred bonus award in
fiscal 2009. At its October 15, 2008 meeting, however, the Compensation
Committee stated its intention to grant to the Chief Executive Officer, at
a
meeting following the end of fiscal 2009, an award of restricted shares of
Class
B Stock under the terms of our 2006 Long Term Incentive Plan. If granted, the
dollar value of the restricted shares award would be calculated to equal the
amount, if any, of an executive deferred bonus award the Chief Executive Officer
would have received under the Plan as a result of our corporate financial
performance in fiscal 2009, had he been eligible for such an award. That dollar
value would then be divided by the average closing sale price of the Company’s
Common Stock for the 30 trading days preceding the date of grant (or another
similar measure) to establish the actual number of restricted shares granted.
If
any restricted shares are in fact granted, those shares will vest in full on
July 31, 2012.
Item
8.01
Other Events.
At
its
regular meeting on October 15, 2008, the Company’s Board of Directors declared
regular quarterly cash dividends of $0.14 per share of the Company’s Common
Stock and $0.105 per share of the Company’s Class B Stock. The dividends will be
payable on December 5, 2008, to stockholders of record at the close of business
on November 21, 2008. 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 October 15, 2008 (cash
dividends)
|
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/ Charles
P. Brissman
|
|
Charles
P. Brissman
Vice
President and General Counsel
|
|
|
Date:
October 21, 2008
Exhibit
Index
|
|
|
Exhibit
|
|
|
Number
|
|
Description
of Exhibits
|
|
|
|
99.1
|
|
Press
Release dated October 15, 2008 (cash
dividends)
|