Oil-Dri of America (ODC) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for December 8, 2026; holders of record on October 12, 2026 may attend, vote and submit questions online.

• The Board cites broader participation, efficiency, engagement and cost savings as reasons for the virtual format.

Voting matters and shareholder proposals

• Stockholders will vote on eight director nominees, auditor ratification for FY2027 and an advisory executive-compensation resolution; the Board recommends FOR all three.

• Directors are elected by plurality for one-year terms; auditor ratification and say-on-pay each require a majority of votes present and entitled to vote.

• No stockholder proposal or nomination was received by the applicable deadline for this meeting.

• The next say-on-pay vote is expected at the 2029 annual meeting under the triennial policy, unless the Board changes it; the 2023 vote received 97.7% of votes cast.

Board of directors and corporate governance

• The Board will decrease from nine to eight members after Amy L. Ryan leaves at the 2026 meeting; the other eight current directors are nominees.

• Daniel S. Jaffee combines Chairman and CEO roles; independent director George C. Roeth serves as Lead Director and presides over non-management executive sessions.

• The Board granted retirement-age waivers to Allan H. Selig and Lawrence E. Washow on October 7, 2026, citing their skills and experience.

• Controlled-company status permits exemptions from NYSE requirements for fully independent nominating and compensation committees; the Board currently has an independent majority.