Oil-Dri Corporation Of America

Good morning, and welcome to Oil Dry Corporation of America's 2023 Annual Meeting of Stockholders. My name is Leslie Garber, and I am the Director of Investor Relations at Oil Dry. We are conducting this meeting virtually, a format which enables greater stockholder attendance and participation, improved efficiency, and increases our ability to communicate with stockholders and reduces costs. On your screen under Meeting Materials, you will find the meeting agenda, rules of contact, list of stockholders of record, and Oil Drive's proxy statement and annual report. During the meeting today, we will be covering the election of directors and four other proposals. Next will be the business presentations and financial review, followed by time for Q&A. We ask that you submit your questions online under the Ask a Question field on your screen. Only stockholders of record are able to ask questions during the meeting. Stockholders will also be able to vote online by clicking the Vote Here button on your screen. Now it is my pleasure to introduce Laura Sheeland, our Chief Legal Officer and the Vice President and General Manager of the Consumer Products Division. She will conduct the formal portion of today's meeting.

Good morning, ladies and gentlemen. I now call to order the 2023 Annual Meeting of Stockholders of Oil Dry Corporation of America to conduct the formal business set forth in the Notice of Meeting and Proxy Statement. Commencing on October 30, 2023, a notice regarding the availability of proxy materials or a copy of the proxy materials was mailed to all Oil Drive stockholders of record as of the closest business on October 16, 2023, which is the record date fixed by Oil Drive's Board of Directors for the determination of stockholders entitled to notice of and to vote at this meeting. Broadridge Financial Solutions, Inc. has delivered an affidavit confirming the foregoing. Oil Dry has appointed Peter Sablik of CT Hamburg LLC to serve as the Inspector of Elections for this meeting. He is present on the webcast and has taken the oath of office. As of October 16, 2023, the record date for this meeting, there were 5,108,734 shares of Oil Dry common stock and 2,170,415 shares of Oil Dry Class B stock outstanding. Holders of our common stock are entitled to vote 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 are present in person or represented by proxy. Thus, the number of votes necessary to constitute a quorum at this meeting is 13,416,505. Mr. Savilek has informed me that there are more than such number of votes represented at this meeting. Therefore, I declare there the quorum present for purposes of transacting business. Now I will present the matters to be voted upon. If any stockholder would like to make a comment during any of the proposals, please submit your comments through the Ask a Question field in the web portal, and we will review any comments on the proposals themselves after all proposals have been presented. 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 directors, each of whom currently serves as a director of Oil Dry. Those nominees are Daniel S. Jaffe, Ellen Blair Tube, Paul M. Hinesley, Michael A. Nemeroff, George C. Rose, Amy L. Ryan, Patricia J. Shemita, Alan H. Felix, and Lauren C. Walshaw. The second item of business is the ratification of the appointment of Grant Thornton, LLP, as Oil Dry's independent auditor for the fiscal year ending July 31st, 2024. The audit committee of the Board of Directors of Oil Dry has appointed Grant Thornton to serve as the company's independent auditor for fiscal year 2024 and has directed that the appointment be submitted for ratification by the stockholders at this meeting. The third item of business is the approval on an advisory basis of the compensation of the named executive officers as described in the proxy statement. The fourth item of business is to select on an advisory basis the frequency for which future advisory votes will be held on the compensation of the named executive officers described in the proxy statement. Stockholders may choose whether they prefer we seek a vote every one, two, or three years, or they may abstain from voting. The fifth item of business is the approval of the amended and restated Oil Dry Corporation of America 2006 Long-Term Incentive Plan, which increases the number of shares of stock authorized for issuance thereunder and increases the maximum individual grant size, among other modifications. At this time, we will check for and review any comments on the proposals that have been submitted. It looks like no comments have been received. So we will proceed with opening the polls. It is 9.35 a.m. on December 13, 2023, and the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the Vote Here button on your screen. Stockholders who have sent in proxies or voted via telephone or internet and who do not wish to change their vote do not need to take any further action. While we allow some time for stockholders who haven't already done so to complete their voting, I'd like to remind you that the business presentations and any other commentary by any of Oil Dry's employees today may contain forward-looking statements of expected future performance. Any such forward-looking statements are subject to certain risks, uncertainties, and assumptions that could cause actual results to differ materially. We highlight a number of important risk factors that may affect our future performance in our SEC filings, including our annual report for the fiscal year ended July 31st, 2023. We urge you to review and consider those risk factors carefully in evaluating the company's comments and evaluating any investment in oil dry stock. Copies of our SEC filings are available to the company or online. All right, one last minute to finish voting. Okay, at this point the polls are closed and I will now report the preliminary results of the voting. We will be reporting the final vote results in a form 8K to be filed within four business days. As described in the proxy statement, a director may only be elected by a plurality of votes cast. The nine nominees who receive the largest number of votes will be elected. We have been informed by the Inspector of Election that the preliminary vote report shows that the nine candidates nominated by Oil Dry received the largest number of votes. Regarding the second item of business, an affirmative majority of the votes represented at this meeting is necessary for ratification of the appointment of Grant Thornton as Oil Dry's independent auditor for the fiscal year ending July 31, 2024. We have been informed by the Inspector of Election that the preliminary vote report shows that such ratification received more than a majority of the votes represented at this meeting. Regarding the third item of business, an affirmative majority of votes represented at this meeting is needed to approve on an advisory and non-binding basis the executive compensation of the named executive officers as disclosed in the proxy statement. We have been informed by the inspector of election that the preliminary vote report shows that such approval received more than a majority of the votes represented at this meeting. On the fourth item of business, which is the non-binding advisory vote on the frequency of future advisory votes on executive compensation, the frequency every one, two, or three years receiving the greatest number of votes cast will be considered to be the recommendation of the stockholders. We have been informed by the Inspector of Elections that the preliminary vote report shows that three years receive the greatest number of votes cast at this meeting. Regarding the fifth and final item of business, an affirmative majority of votes represented at this meeting is needed to approve the amended and restated Oil Dry Corporation of America 2006 Long-Term Incentive Plan. We have been informed by the Inspector of Election that the preliminary vote shows that such approval received more than a majority of the votes represented at this meeting. This completes the business to be conducted at this meeting. There being no further business to come before the meeting, the 2023 Annual Meeting of Stockholders of Oil Dry Corporation of America is now adjourned. I am now happy to introduce Dan Jaffe, our President and Chief Executive Officer for our Business Presentations and Financial Review.

Thank you, Laura, and welcome everyone to the business section. We've got a Great line of presentations for you today. Fiscal 23 was our 83rd year in business, and it was our best. And Fiscal 24 will be our 84th, and we're off to a great start, and you'll hear all about that coming up. And investment in oil dry is truly an investment in our people, and I cannot overemphasize how great our team is and how appreciative I am for their work. I mean, it's the most talented, most cohesive, most positive team ever. I've ever seen in business, and I think most of our teammates feel the exact same way, and that's a direct correlation to the results you're seeing. It's not a coincidence. So I would like to highlight a few of the teammates who made the biggest contribution. No, I'm kidding. It's really people that were promoted during the year. Everybody made a big contribution, which is why we call everyone a teammate, because we're all on the same team. But this just highlights some of the people that during the year were promoted, took on new challenges, and are adding value in a new area. First and foremost, Laura Sheelan, who, as you saw, has the longest title in corporate America, Chief Legal Officer, Vice President and General Manager of the Consumer Products Division, an all-around great person. Currently at Oil Dry, she oversees our legal affairs, but also is grabbing the reins of our largest division, which is the cat litter business, the Consumer Products Division. You can see she comes to us with a wealth of background and experience, but Aside from being a lawyer, she was actually an accounting major back at Notre Dame, and so it clearly has a strong business background. She's been with us now 10 years, has continued to get promoted, and as Michael Nemeroff, one of our board directors, says, when she was at Better Price, she was absolutely one of the all-time best associates. So, Laura, congratulations on your promotion, and thank you for taking on new challenges. Her move up created room for Tony Parker to jump up into the role of vice president of legal. He will oversee the entire legal, well, most of the legal department, I think, but including advising on corporate matters, intellectual property, litigation, and employment issues. Received his JD from Northern Illinois. You can see he's been with us five years and was a Chick Evans scholar back in college, which I think is very impressive. And, in fact, it's gotten me to where I now support them every year because it's really a cool thing. And congratulations to Tony for the great career he's put together. And thank him for taking on new challenges going forward. We're in great shape in the legal area. And last but not least, Jacob Smith. rejoined the team, and he is our Vice President of Finance and Treasury. He has oversight over all of our treasury, corporate, and divisional finance and accounts receivable. He's a double Indiana, double Hoosier, undergrad finance and accounting with an MBA, also from Indiana. Total experience with us is five years. Before that, he was with Pepsi. So please recognize and congratulate Jacob Smith on his new role. I don't want to steal any of Susan Cray's thunder, especially since last time I had to cover her entire presentation. So I'm going to turn it over to Susan for a financial review of the fiscal year and the first quarter.