false000010513200001051322020-12-082020-12-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

FORM 8-K

__________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 8, 2020

__________

WD-40 COMPANY

(Exact Name of Registrant as specified in its charter)

_______

Delaware

(State or other jurisdiction of incorporation or organization)

000-06936

(Commission File Number)

95-1797918

(I.R.S. Employer

Identification Number)

9715 Businesspark Avenue, San Diego, California 92131

(Address of principal executive offices, with zip code)

(619) 275-1400

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common stock, par value $0.001 per share

WDFC

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o


Item 5.07.Submission of Matters to a Vote of Security Holders

On December 8, 2020, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) in San Diego, California. At the Annual Meeting, the holders of 12,787,880 shares of common stock, which represents approximately 94% of the outstanding shares entitled to vote as of the record date of October 12, 2020, were represented in person or by proxy. The proposals are described in more detail in the Company’s Proxy Statement. The matters voted upon at the Annual Meeting and the voting results are set forth below.

1.Election of Directors: The Company’s stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified. The voting results were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

Daniel T. Carter

10,848,634

15,158

10,507

1,913,581

Melissa Claassen

10,850,872

14,454

8,973

1,913,581

Eric P. Etchart

10,049,405

815,131

9,763

1,913,581

Lara L. Lee

10,847,447

9,675

17,177

1,913,581

Trevor I. Mihalik

10,839,945

24,130

10,224

1,913,581

Graciela I. Monteagudo

10,846,036

10,876

17,387

1,913,581

David B. Pendarvis

10,843,157

12,208

18,934

1,913,581

Garry O. Ridge

9,986,400

72,071

815,828

1,913,581

Gregory A. Sandfort

10,850,806

13,530

9,963

1,913,581

Anne G. Saunders

10,844,779

11,764

17,656

1,913,581

2.Advisory Vote to approve Executive Compensation: The Company’s stockholders approved, by advisory vote, the compensation paid to the Company’s named executive officers. The voting results were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

10,480,725

346,285

47,289

1,913,581

3.Ratification of Appointment of Independent Auditor: The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2021. The voting results were as follows:

Votes For

Votes Against

Abstain

11,602,730

1,171,291

13,859

4.Shareholder proposal: The Company’s stockholders did not approve the shareholder proposal to adopt a policy to include non-management employees as prospective director candidates. The voting results were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

289,587

10,536,888

47,824

1,913,581


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WD-40 Company

(Registrant)

Date: December 14, 2020

/s/ JAY W. REMBOLT

Jay W. Rembolt

Vice President, Finance

Treasurer and Chief Financial Officer

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