Oil-Dri Corporation Of America

Good morning, and welcome to Oil Dry Corporation of America's 2024 Annual Meeting of Stockholders. My name is Leslie Garber, and I am the Director of Investor Relations at Oil Dry. Similar to last year, we are conducting this meeting virtually via live webcast, a format which enables U.S. stockholders to attend and participate fully and equally, improves efficiency, and increases our ability to communicate effectively and engage with our stockholders, and overall reduces costs. On your screen under meeting materials, you will find the meeting agenda, rules of conduct, the list of stockholders of record, oil drives proxy materials, and annual report. During the meeting today, we will be covering the election of directors and two other proposals, followed by business presentations and a financial review, and lastly, 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 on the Vote Here button on your screen. Now it is my pleasure to introduce Anthony W. Parker, our Vice President, General Counsel, and Secretary. He will conduct the formal portion of today's meeting.

Good morning, ladies and gentlemen. I now call to order the 2024 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 29th, 2024, 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 14th, 2024, which is the record date fixed by Oil Dry'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 Richard Kretz of Hagberg Associates LLC to serve as the inspector of election for this meeting. He is present on the webcast and has taken the oath of office. As of October 14th, 2024, the record date for this meeting, there were 5,134,478 shares of Oil Dry's common stock and 2,155,000 407 shares of oil dries class B stock outstanding holders of our common stock are entitled to one vote per share and holders of our class B stock are entitled to ten votes per share and generally vote together without regard to class with the exception of proposal number three the approval of an amendment to the certificate of incorporation to increase the number of authorized shares of common stock in which in addition to the general voting practice Holders of our common stock will vote separately as a class as required by oil dry certificate of incorporation. A quorum is present at this meeting if holders of a majority of our capital stock outstanding are present in person or represented by proxy. Thus, the number of votes necessary to constitute a quorum at this meeting is 13,344,275 votes. Mr. Kretz has informed me that there are more than such number of votes represented at this meeting. Therefore, I declare this a quorum present for the purposes of transacting business. Now I will present the matters to be voted upon, each of which is described in the proxy statement. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment 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. 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 serves as a director of the company. Those nominees are Daniel S. Jaffe, Alan Blair Chubb, Paul M. Hinesley, Michael A. Nemeroff, George C. Roth, Amy L. Ryan, Patricia J. Shmita, Alan H. Selig, and Lawrence E. Wachow. The second item of business is the ratification of the appointment of Grant Thornton as OilDry's independent auditor for the fiscal year ending July 31st, 2025. The audit committee of the Board of Directors of OilDry has appointed Grant Thornton to serve as the company's independent auditor for fiscal year 2025 and has directed that the appointment be submitted for ratification by the stockholders at this meeting. The third item of business is the approval of an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 15 million to 30 million in order to implement a two-for-one stock split of our common stock and Class B stock in the form of a stock dividend. At this time, we will check for review of 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 11, 2024, and the polls are now open. Any stockholder who hasn't yet voted or who 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 want to change their vote do not need to take any further action. While we allow 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, who we refer to as teammates, 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 and our SEC filings, including our annual report for the fiscal year ended July 31st, 2024. 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 through the company or online. All right, one last pause to finish voting. Okay, at this point, the polls are closed, and I will now report the preliminary results of the voting provided by the Inspector of Election. We will be reporting the final vote results in a Form 8-K to be filed within four business days. As described in the proxy, 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 31st, 2025. We have been informed by the Inspector of Election that the preliminary vote reports that such ratification received more than a majority of the votes represented at this meeting. Regarding the third item of business, the approval of a majority of the votes entitled to be cast by the holders of our outstanding common stock voting separately as a class in addition to the approval of a majority of the votes entitled to be cast by the holders of our outstanding common stock and class B stock voting together as a single class is necessary to approve the amendment to our certificate of incorporation to increase the number of authorized shares of common stock. We have been informed by the inspector of election that the preliminary vote report shows that such proposal received approval of more than a majority of the votes entitled to be cast by the holders of our outstanding common stock voting separately as a class in addition to approval of more than a majority of the votes entitled to be cast by the holders of our outstanding common stock and Class B stock voting together as a single class. This concludes the business to be conducted at this meeting. There being no further business to come before the meeting, the 2024 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 presentation and financial review.

Thank you, Tony, and welcome, everybody, to the presentation portion of our annual meeting. You'll be hearing from several teammates, and then also we'll be happy to respond to questions of things we don't cover in the formal presentations. As always, I'm always happy to emphasize that an investment in oil dry is very much an investment in our people. and obviously our strategies. And so I like to cover new vice presidents and senior leadership promotions that happened since the last annual meeting and put them in alphabetical order. So we'll start with Tom Adeo. Tom is our vice president of consumer division, product development and commercial. He joined us with the UltraPet acquisition. You can see he's only been with us seven months as that deal closed May 1st, but 18 years with UltraPet. Twenty-six years with Kroger, Target, and Bilo, he comes with a wealth of consumer package experience and received his undergraduate degree from Georgia. So, Tom, welcome to the team. We're very happy to have you be part of our senior leadership team. Also during the year, Don McAllister joined us. He is our Vice President of Sales for the Consumer Grocery Division. He oversees all of our grocery, pet, club channels, and then internal business planning strategy and integration. He spent 23 years with the Clorox Company, most recently a Senior Director for Sales Capabilities, but he's been involved in club, channel, supply chain. He also spent three years with Walmart, and you can see his educational experience has been with the University of Arkansas, both undergrad and MBA, and we're very happy to have Don on the team. Tony Parker, you heard from Tony, and he was promoted during the year. to become our general counsel, vice president, general counsel, and secretary. He has oversight of all of our legal affairs in the company. He's been with Oil Dry six years. Education, he received his law degree from Northern Illinois, undergrad from Wisconsin-Madison, and love to know he was an Evans Scholar recipient as part of their caddy program, which is very cool, and I encourage everyone to take a look at that program. They do a lot of good things. I've become a donor. Next, Deems Southard, VP and General Manager, Industrial Automotive and Sports Division. He's been with us 24 years. He's worked his way up from regional sales manager to national sales manager and was being groomed for when Curtis Wellburn, our longtime VP and GM, retired. Deems stepped in and took over the baton. He's doing a great job. He's got his BA from North Carolina Charlotte. And he has had promotions underneath him, and the team has really rallied around and is doing great things. And last but not least, Jose Torres. He has oversight of all of our treasury and financial planning and analysis. He's been with us a year. He spent 24 years with AT&T and DirecTV Latin America. And you can see six years with Quintana and Lewis, two years with Arthur Anderson, and and a degree from Baylor University in accounting. He's a CPA and a chartered financial analyst. And we're very happy to have Jose leading our treasury and FP&A functions. So those are the teammates who moved into senior roles during the year. I would now like to turn it over to Susan Cray, our chief financial officer and chief information officer. And this came through in one of the comments, but I'd like to highlight it here. She is also the CFO of the year. for Chicago for MidCap Public Companies. It was a very exciting event, and as she always says, it's a recognition of the whole team and her leadership there. But we are very proud to have Susan be that recipient and be our leader. So Susan, you're up.