Oil-Dri Corp of America 8-K

What Happened
Oil‑Dri Corporation of America announced on April 3, 2026 that its Compensation Committee approved a Second Amendment to the Oil‑Dri 2005 Deferred Compensation Plan and approved amended forms of restricted stock agreements under the 2006 Long‑Term Incentive Plan. The Deferred Compensation Plan changes update who is eligible, clarify what counts as a “Separation from Service,” and change how Earnings are credited from annually to at least quarterly. The Committee also adopted four updated restricted stock agreement forms for employee and director awards (Class A, Common, Class B, and director Common Stock).

Key Details

• Effective date: April 3, 2026 (Second Amendment approved by Compensation Committee).
• Plan affected: Oil‑Dri Corporation of America 2005 Deferred Compensation Plan (participants include executive officers and other senior managers).
• Principal amendments to Deferred Compensation Plan: (1) revises definition of “Eligible Employee or Director” to align with current salary grades; (2) clarifies “Separation from Service” standards for reduced service/terminations; (3) changes Earnings crediting frequency from annually to at least quarterly.
• Restricted stock updates: amended employee restricted stock agreement forms for Class A, Common and Class B stock and an amended director restricted stock agreement for Common Stock.
• Full texts of the Second Amendment and the four amended agreement forms are filed as Exhibits 10.1–10.5 to the Form 8‑K.

Why It Matters
These amendments update the mechanics and eligibility of executive and senior manager deferred compensation and modernize the company’s restricted stock award documents to reflect current practices. Changing Earnings crediting to quarterly may affect the timing and reported balances of deferred compensation accounts. Adjustments to eligibility and separation definitions can affect who qualifies for deferred pay and under what circumstances payouts occur. While the filing itself does not report immediate cash or earnings impacts, investors should watch future compensation disclosures and the company’s proxy statements for any changes in award frequency, size or potential dilution tied to these updated agreements.