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Oil-Dri Corp. Of America (ODC)

Filed: 15 Jan 21, 5:12pm

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)January 13, 2021
 
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 60611-4213
Chicago, Illinois (Zip Code)
     (Address of principal executive offices)

            Registrant's telephone number, including area code (312) 321-1515


Not applicable
(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))

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.   ¨

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




Item 8.01Other Events.
 
Further to its previously disclosed share repurchase program, on January 13, 2021, Oil-Dri Corporation of America (the “Company”) entered into a written purchase agreement intended to comply with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”). The Company has engaged in repurchases of its common stock from time to time pursuant to its previously disclosed share repurchase authorization from the Board of Directors of the Company. Such repurchases under this authorization may be made on the open market or in negotiated transactions.

Purchases involving shares of the Company's common stock under the Plan may occur starting January 26, 2021 and the Plan shall terminate December 8, 2021, unless earlier terminated in accordance with its terms and applicable law, and the Plan provides for the repurchase of shares of Company common stock in open market and block transactions that satisfy certain price and volume limitations specified in the Plan. There can be no assurance that any shares of the Company’s common stock will in fact be repurchased by the Company under the Plan or otherwise.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made and which are based on current expectations, estimates, forecasts and projections about our future performance, our business, our beliefs, and our management's assumptions. The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially, including, but not limited to, those described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended July 31, 2020.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 OIL-DRI CORPORATION OF AMERICA 
    
 By:/s/ Laura G. Scheland 
  Laura G. Scheland 
  Vice President, General Counsel and Secretary 
    
Date:  January 15, 2021