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Get filing alertsOil-Dri files routine updates to executive compensation plan and equity award forms
Filed April 3, 2026 · Period ending April 3, 2026 · ~1 min read
Key Changes
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Compensation Committee amended deferred compensation plan to align eligibility with current salary grades, clarify termination rules for reduced service, and increase earnings credits from annual to quarterly.
Item 5.02 verify on EDGAR → -
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Updated restricted stock agreement templates for all three stock classes (Class A, Class B, and Common) under 2006 Long-Term Incentive Plan, replacing forms filed with fiscal 2025 10-K.
Item 5.02 verify on EDGAR →
Summary
Oil-Dri filed routine administrative updates to its executive compensation programs on April 3, 2026.
The Compensation Committee approved a second amendment to the company's 2005 Deferred Compensation Plan, making three technical changes: updating eligibility definitions to match current salary structures, clarifying when reduced work hours constitute a separation from service, and increasing the frequency of earnings credits from annually to at least quarterly.
These changes affect executive officers and senior managers but represent housekeeping rather than material policy shifts. The Committee also approved new template forms for granting restricted stock to employees and directors across all three of Oil-Dri's stock classes. These standardized agreements will be used for future equity awards under the existing 2006 Long-Term Incentive Plan. For retail investors, this filing has minimal impact—it simply documents that Oil-Dri is maintaining its compensation infrastructure in line with current practices. Watch future proxy statements for details on actual equity grants made using these new forms.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Oil-Dri amended its deferred compensation plan and updated restricted stock agreement forms to align with current practices.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
The Second Amendment, among other things, (i) amends the definition of “Eligible Employee or Director” to better align with the Company’s current salary grade structure, (ii) amends the definition of “Separation from Service” to clarify the factors that qualify as a termination of employment for an employee reducing their level of services to the Company, and (iii) adjusts the process for crediting Earnings (as defined in the Deferred Compensation Plan) from annually to at least quarterly.
The Compensation Committee approved changes to the 2005 Deferred Compensation Plan affecting executive officers and senior managers. The amendments update eligibility criteria to match current salary grades, clarify when reduced service counts as termination, and increase the frequency of earnings credits from annual to at least quarterly. These are administrative updates to align the plan with current company practices.
Added in current filing · verify on EDGAR →
On April 3, 2026, the Compensation Committee also approved the following amended forms of agreements that the Company will use from time to time in making restricted stock awards to its employees or directors pursuant to the Oil-Dri Corporation of America 2006 Long-Term Incentive Plan: (i) form of employee restricted stock agreement for Class A Common Stock, par value $0.10 per share; (ii) form of employee restricted stock agreement for Common Stock, par value $0.10 per share (“Common Stock”); (iii) form of employee restricted stock agreement for Class B Stock, par value $0.10 per share; and (iv) form of director restricted stock agreement for Common Stock.
The Compensation Committee updated the template agreements used for granting restricted stock to employees and directors under the 2006 Long-Term Incentive Plan. The new forms cover all three stock classes and replace prior forms filed with the fiscal 2025 10-K. This is a routine administrative update to equity compensation documentation.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR → · paraphrased
Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Class A Common Stock. Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Common Stock. Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Employee Restricted Stock Agreement for Class B Stock. Form of Oil-Dri Corporation of America 2006 Long Term Incentive Plan Director Restricted Stock Agreement for Common Stock.
The company filed new form agreements for granting restricted stock to employees and directors under its 2006 Long Term Incentive Plan. These forms cover grants of Class A Common Stock, Common Stock, and Class B Stock to employees, plus Common Stock to directors. The filing of these forms suggests the company may be preparing to issue equity compensation under these standardized agreements.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Second Amendment, effective April 3, 2026, to the Oil-Dri Corporation of America 2005 Deferred Compensation Plan (as amended and restated effective January 1, 2008).
The company amended its 2005 Deferred Compensation Plan effective April 3, 2026. This is the second amendment to the plan since it was restated in 2008. The 8-K does not describe the specific changes made by this amendment, only that it was executed.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 9, 2026 · How we verify