Oil-dri Corp Of America

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight nominees, each to serve a one-year term ending at the 2027 Annual Meeting of Stockholders, until a successor is elected and qualified or until earlier death, resignation, or removal.

2. 2

   Ratification of Appointment of Independent Auditor

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending July 31, 2027.

3. 3

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed under the SEC executive-compensation disclosure rules.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid and awarded to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures. The resolution is the Company’s say-on-pay vote required under Section 14A of the Exchange Act. Management is seeking approval to obtain stockholder feedback on the fiscal 2026 executive compensation program and to demonstrate continued alignment between pay practices and stockholder interests. The program combines base salary, annual performance-based cash incentives, executive deferred bonus awards, equity incentives, and limited benefits and perquisites. Fiscal 2026 incentive compensation was primarily tied to corporate net income, with the Compensation Committee approving awards generally equal to 100% of target after management proposed an adjustment from the formulaic 98% result. The Company emphasizes that compensation includes caps, multi-year equity vesting, clawback provisions, annual review, and compensation-risk assessment, while avoiding employment agreements with guaranteed terms and excessive risk-taking incentives. Stockholders previously approved the say-on-pay proposal by approximately 97.7% of votes cast at the 2023 annual meeting, and the Board has adopted a triennial say-on-pay cycle consistent with the preference expressed in that vote. Because the vote is advisory, it will not legally bind the Company, Board, or Compensation Committee, but those bodies state that they will consider the voting outcome in future compensation decisions. The Board recommends a vote FOR the resolution because it believes the disclosed compensation program appropriately supports recruitment, retention, motivation, performance, and long-term stockholder value.

4. 4

   Other Matters for the 2026 Annual Meeting

   Management

   Authorize the proxy holders to vote in their discretion on any other business that may properly come before the Annual Meeting or any adjournment.

   More detail

   The fourth listed matter is a standard omnibus authorization covering any other business that may properly come before the 2026 Annual Meeting or an adjournment. It is not a substantive proposal with a defined corporate action currently known to management. The Notice expressly includes the authority to transact such other business, while the proxy statement says the Board is not aware of any additional matters for presentation. The proxy holders are authorized to vote on any such matter in their discretion. This mechanism is intended to preserve flexibility if an unforeseen but procedurally proper item arises after the proxy materials are distributed. The filing also states that no stockholder proposal or nomination was received before the applicable bylaw deadline. Accordingly, the Company does not identify a current shareholder-originated issue that would be voted under this item. No specific management recommendation of FOR or AGAINST is stated because no concrete additional matter has been presented. The Board’s position is effectively that the proxy holders should retain discretionary authority while the Company expects no other business to arise.

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When is the Oil-dri Corp Of America 2026 annual meeting?

Oil-dri Corp Of America (ODC) holds its 2026 annual shareholder meeting on Tuesday, December 8, 2026.

What is the record date for the Oil-dri Corp Of America 2026 meeting?

The record date for the Oil-dri Corp Of America 2026 meeting is Monday, October 12, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Oil-dri Corp Of America's 2026 meeting?

The board is presenting 8 director nominees at the Oil-dri Corp Of America 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Oil-dri Corp Of America 2026 meeting?

Shareholders will vote on 4 proposals at the Oil-dri Corp Of America 2026 meeting, each tagged with who proposed it and the board's recommendation.