Form 8-K - Current report

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 16, 2024 (December 11, 2024)

WD-40 COMPANY

(Exact Name of Registrant as specified in its charter)

__________

Delaware

000-06936

95-1797918

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

WD 40 CO

(Commission Company Name)

(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 Global Select Market

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 12, 2024, WD-40 Company (“Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) in a virtual meeting format via webcast. At the Annual Meeting, the holders of 12,679,577 shares of common stock, which represent over 93% of 13,553,739 outstanding shares entitled to vote as of the record date of November 1, 2024, were represented virtually or by proxy. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 8, 2024. 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:


Name	Votes For	Votes Against	Abstain	Broker Non-Votes
Steven A. Brass	11,111,276	24,195	9,587	1,534,519
Cynthia B. Burks	11,109,338	26,201	9,519	1,534,519
Daniel T. Carter	11,069,309	61,197	14,552	1,534,519
Eric P. Etchart	11,094,304	37,606	13,148	1,534,519
Lara L. Lee	11,107,074	28,085	9,899	1,534,519
Edward O. Magee, Jr.	11,111,189	23,888	9,981	1,534,519
Trevor I. Mihalik	11,103,659	27,711	13,688	1,534,519
Graciela I. Monteagudo	11,109,951	23,786	11,321	1,534,519
David B. Pendarvis	11,106,953	25,617	12,488	1,534,519
Anne G. Saunders	11,046,625	87,509	10,924	1,534,519

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
10,988,164	132,175	24,719	1,534,519

3. Ratification of Appointment of Independent Registered Public Accounting Firm: 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, 2025. The voting results were as follows:




Votes For	Votes Against	Abstain
11,154,743	1,512,536	12,298

There were no broker non-votes on this proposal.


Item 8.01.			Other Events.

On December 11, 2024, the Company issued a press release announcing that the Board of Directors (“Board”) declared a quarterly dividend of $0.94 per share on the Company’s common stock, reflecting an increase of 7% compared to last quarter’s dividend. The dividend is payable January 31, 2025 to stockholders of record at the close of business on January 17, 2025. The Company also announced that it had scheduled its first fiscal quarter 2025 earnings conference call to be held on January 9, 2025 at 2:00 p.m., PST.

On December 12, 2024, the Company issued a press release announcing that the Board appointed Eric P. Etchart as Chair of the Board to succeed Gregory A. Sandfort, who retired from the Board following the Company’s Annual Meeting.

The full text of each press release is furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and the press releases are incorporated by reference into this Item 8.01.

The information in Item 8.01, including Exhibit 99.1 and 99.2, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and is not deemed incorporated by reference into any of the Company’s filings under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as shall be expressly set forth by specific reference in such filing.


Item 9.01.			Financial Statements and Exhibits.

(d)			Exhibits

Exhibit No.			Description

99.1			Press Release Announcing Dividend Increase and Scheduling of Q1-2025 Earnings Call, dated December 11, 2024
99.2			Press Release Announcing Board Changes, dated December 12, 2024
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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 16, 2024			/s/ PHENIX Q. KIAMILEV
			Phenix Q. Kiamilev

			Vice President, General Counsel and

			Corporate Secretary

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Media and Investor Contact:

Wendy Kelley

investorrelations@wd40.com

+1-619-275-9304

WD-40 Company Increases Quarterly Dividend and

Schedules First Quarter 2025 Earnings Conference Call

SAN DIEGO – December 11, 2024 – WD-40 Company (NASDAQ:WDFC) today announced that its board of directors declared on Wednesday, December 11, 2024 a quarterly dividend of $0.94 per share reflecting an increase of 7 percent compared to the previous quarter’s dividend. The quarterly dividend is payable January 31, 2025 to stockholders of record at the close of business on January 17, 2025.

The Company also announced that it has scheduled its first quarter 2025 earnings conference call for Thursday, January 9, 2025 at 2:00 p.m. PST. On this call, management will discuss financial results, business developments, and other matters affecting the Company. Other forward-looking or material information may also be discussed.

A live webcast of the earnings conference call will be available on the Company’s investor relations website at http://investor.wd40company.com. The webcast will be archived and available on the website for a one-year period following the conference call.

The Company’s quarterly earnings press release will cross the wire after market close on January 9, 2025. Please visit the Company’s investor relations website to view the press release and other supporting materials.

About WD-40 Company

WD-40 Company is a global marketing organization dedicated to creating positive lasting memories by developing and selling products that solve problems in workshops, factories, and homes around the world. The Company owns a wide range of well-known brands that include maintenance products and homecare and cleaning products: WD-40® Multi-Use Product, WD-40 Specialist®, 3-IN-ONE®, GT85®, 2000 Flushes®, no vac®, 1001®, Spot Shot®, Lava®, Solvol®, X-14®, and Carpet Fresh®.

Headquartered in San Diego, California, USA, WD-40 Company recorded net sales of $590.6 million in fiscal year 2024 and its products are currently available in more than 176 countries and territories worldwide. WD-40 Company is traded on the NASDAQ Global Select Market under the ticker symbol “WDFC.” For additional information about WD-40 Company please visit https://wd40company.com/.

***

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

Media and Investor Contact:

Wendy Kelley,

Vice President, Stakeholder and Investor Engagement

investorrelations@wd40.com

+1-619-275-9304

WD-40 Company Announces Board Changes

~ Appoints Eric P. Etchart as Chairman of the Board ~

SAN DIEGO – December 12, 2024 – WD-40 Company (NASDAQ:WDFC) is pleased to announce the appointment of Eric P. Etchart as non-executive chairman of the board of directors, effective today. Mr. Etchart succeeds Gregory A. Sandfort as chairman, who retired from the board following today’s 2024 Annual Meeting of Stockholders. Mr. Etchart will continue to serve on the Corporate Governance Committee and Finance Committee.

Mr. Etchart joined the board of directors in 2016, bringing extensive experience in international finance, marketing, and management. He previously served as senior vice president at The Manitowoc Company, Inc. from 2007 until his retirement in January 2016. Mr. Etchart is a French national and has held management positions in China, Singapore, Italy, France and the United States. He is recognized as a NACD Board Leadership Fellow and has earned qualifications in Climate Leadership and ESG Leadership.

“Eric’s extensive leadership experience, combined with his comprehensive background in international business makes him the ideal candidate to lead our board as we focus on our most significant growth opportunity, the geographic expansion of the blue and yellow can with the little red top,” said Steve Brass, president and chief executive officer of WD-40 Company. “I am eager to collaborate closely with Eric to ensure that WD-40 Company capitalizes on the growth opportunity we’ve identified around the world.”

Gregory A. Sandfort has retired from the board after 13 years of dedicated service.

“On behalf of the board of directors, I want to express our heartfelt thanks to Greg for his dedicated service and significant contributions,” said Mr. Etchart. “Greg’s leadership, insight, and unwavering commitment to sound corporate governance have been instrumental in guiding the Company over the last decade. We wish Greg all the best in his future endeavors.”

WD-40 Company’s board currently consists of 10 directors.

About WD-40 Company

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Document And Entity Information	Dec. 11, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 11, 2024
Entity Registrant Name	WD-40 COMPANY
Entity Incorporation, State or Country Code	DE
Entity File Number	000-06936
Entity Tax Identification Number	95-1797918
Entity Address, Address Line One	9715 Businesspark Avenue
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92131
City Area Code	(619)
Local Phone Number	275-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	WDFC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000105132