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12/9/2025
Welcome to the annual meeting for Oil Dry Corporation of America. Our host for today's call is Leslie Garber, Director of Investor Relations at Oil Dry. I will now turn the call over to your host, Leslie Garber. You may begin.
Good morning and welcome to Oil Dry Corporation of America's 2025 Annual Meeting of Stockholders. My name is Leslie Garber, and I am the Director of Investor Relations at Oil Drive. Similar to last year, we are conducting this meeting virtually via live webcast, a format which enables you as stockholders to attend and participate fully and equally, improves efficiency, increases our ability to communicate effectively and engage with 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 two proposals, the election of directors and the ratification of the appointment of oil drives independent auditor, followed by a financial review, business presentations, 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 be able to vote online by clicking on the Vote Here button on your screen. Now it is my pleasure to introduce Tony 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 2025 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 28th, 2025, a notice of internet 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 13th, 2025, 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 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 13, 2025, the record date for this meeting, there were 10,373,000 180 shares of oil dry common stock and 4,269,856 shares of oil dry class B outstanding. 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 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 26,535,871 votes. Mr. Kretz has informed me that there are more than such number of votes represented at this meeting. Therefore, I declare there's a quorum present for 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 provide 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 drives nominees for director, Each of them currently serves as a director of the company. Those nominees are Daniel S. Jappe, Ellen Blair Chubb, Paul M. Hinesley, Michael A. Nemeroff, George C. Roth, Amy L. Ryan, Patricia J. Shmita, Alan H. Selig, and Lawrence E. 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 31, 2026. 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 2026 and has directed the appointment be submitted for ratification by the stockholders at this meeting. At this time, we will check and review any comments on the proposals that have been submitted. It looks like there have been no comments received, so we will proceed with the opening polls. It is currently 935 a.m. on December 9th, 2025, 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 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 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 31, 2025. We urge you to review and consider those risk factors carefully in evaluating the company's comments and in evaluating any investment in oil dry stock. Copies of our SEC filings are available through the company or online. All right, one last moment to finish voting. Okay, at this point, the polls are closed. 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 8K to be filed within four business days. As described in the proxy statement, A director may only be elected by 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 the fiscal year ending july 31 2026 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 this concludes the business to be conducted at this meeting there being no further business to come before the meeting the 2025 annual meeting of stockholders of oil dry corporation of america is now adjourned I am happy to introduce Dan Jaffe, our president and chief executive officer for our business presentations and financial review.
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