Oil-Dri Corporation Of America

Good morning and welcome to Oil Dry Corporation of America's 2019 annual meeting of stockholders. My name is Leslie Garber and I am the manager of investor relations at Oil Dry. During the meeting, Today we will be covering the election of directors and two other stockholder voting items. Next will be the presentations and financial review, followed by time for Q&A. We ask that you hold your questions until the Q&A portion of the meeting. At that time, we will be taking questions from the live audience, phone lines, and from our webcast. Now it is my pleasure to introduce our General Counsel and Secretary, Laura Sheland.

Good morning, ladies and gentlemen. It is 9.30 a.m. on December 11, 2019. And I now, okay, correction, 9.26 a.m. on December 11, 2019. And I now call to order the 2019 Annual Meeting of Stockholders of Oil Dry Corporation of America. While I conduct the meeting, Tony Parker, the Assistant Secretary of Oil Dry, will record the minutes for this meeting. As you enter the meeting room, you should have received an agenda and the rules of conduct that will govern the meeting. We ask that you adhere to these rules. Stockholders who previously voted by proxy using the internet, telephone, or mail need not cast ballots today unless they wish to change their vote on their proxies. We will provide ballots to those who desire them at the appropriate time. Oil Dry has appointed Jerry Lane of C.T. Hagberg, LLC, to serve as the Inspector of Elections for this meeting. He is present and has taken the oath of office. Commencing on October 30, 2019, a notice regarding the availability of proxy materials or a copy of the proxy materials was mailed to all Oil Dry stockholders of record as of the close of business on October 14, 2019, which is the record date fixed by Oil Dry's Board of Directors for the determination of stockholders entitled I have an affidavit of mailing signed by Broadridge Financial Solutions, Inc., confirming the foregoing, and such affidavit is available for examination by any stockholder present here today. As described in the proxy statement, the purpose of this meeting is to elect nine directors from the board of directors ratify the appointment of Graham Thornton, LLP, as Oil Dry's independent auditor for the fiscal year ending July 31, 2020, approve an amendment to the Oil Dry Corporation of America 2006 Long-Term Incentive Plan, and transact such other business as may properly come before this meeting. As of October 14, 2019, the record date for this meeting, there were 5,388,672 shares I have an alphabetical list of the holders of such outstanding shares, and such list is available for examination by any stockholder present here today. As many of you know, holders of our common stock are entitled to one vote per share, and holders of our class B stock are entitled to 10 votes per share, and generally vote together without regard to class. A quorum is present at this meeting if holders of a majority of our common stock and Class B stock outstanding and entitled to vote are present in person or represented by proxy. Thus, the number of votes necessary to constitute a quorum at this meeting is 13,791,677 votes. Mr. Lane has informed me that there are more than such number of votes represented at this meeting. Therefore, I declare that a quorum is present, and accordingly, this meeting is properly convened and ready for the transaction of business. As described in the proxy statement, the first item of business is the election of nine directors. The proxy statement listed Oil Dry's nominees for director, each of whom currently serve as a director of Oil Dry. The nominees are Daniel S. Jaffee, Ellen Blair Shube, Paul M. Hinesley, Joseph C. Miller, Michael A. Nemeroff, George C. Roth, Alan H. Selig, Paul E. Succo, and Lawrence E. Washa. In accordance with Oil Dry's bylaws, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations for directors closed. A motion to elect nine directors as described in the proxy statement is now in order.

My name is Dave Wojcicki. I am a stockholder of record. I hereby move that each of Daniel S. Jaffee, Elaine Blair Shube, Paul M. Hinesley, Joseph C. Miller, Michael A. Nemeroff, George C. Roth, Alan H. Selig, Paul E. Sukal, Lawrence E. Waschow be elected to directors to serve the 2020 annual meeting of stockholders or until their respective successors are elected and qualified.