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 13, 2022
__________
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) WD 40 CO (Commission Company Name) |
| 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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Chair and Appointment of Committee Chairs and Members
On December 13, 2022, the Board of Directors (“Board”) of WD-40 Company (“Company”) elected Gregory A. Sandfort as Chair of the Board. For each of the Board’s standing committees, the Board appointed chairs and members as follows:
Director | Audit |
| Compensation |
| Corporate
Governance |
| Finance |
Gregory A. Sandfort, Chair of the Board |
|
| Member |
| Member |
| Member |
Cynthia B. Burks | Member |
| Member |
|
|
|
|
Daniel T. Carter | Chair |
|
|
| Member |
| Member |
Melissa Claassen |
|
| Member |
|
|
| Member |
Eric P. Etchart |
|
|
|
| Chair |
| Member |
Lara L. Lee | Member |
| Member |
|
|
|
|
Edward O. Magee, Jr. | Member |
|
|
|
|
| Member |
Trevor I. Mihalik | Member |
|
|
| Member |
| Chair |
Graciela I. Monteagudo | Member |
|
|
|
|
| Member |
David B. Pendarvis | Member |
| Member |
|
|
|
|
Anne G. Saunders |
|
| Chair |
| Member |
|
|
Item 5.07.Submission of Matters to a Vote of Security Holders
On December 13, 2022, the Company held its Annual Meeting of Stockholders (“Annual Meeting”) in a virtual meeting format via webcast. At the Annual Meeting, the holders of 12,666,102 shares of common stock, which represent approximately 93% of the outstanding shares entitled to vote as of the record date of October 17, 2022, were represented virtually or by proxy. The proposals are described in more detail in the Company’s Proxy Statement, which was filed with the Securities and Exchange Commission on November 2, 2022. 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 |
|
|
|
|
|
|
|
|
Steven A. Brass | 11,108,449 |
| 26,724 |
| 22,203 |
| 1,508,726 |
Cynthia B. Burks | 11,095,324 |
| 37,441 |
| 24,611 |
| 1,508,726 |
Daniel T. Carter | 11,079,297 |
| 50,703 |
| 27,376 |
| 1,508,726 |
Melissa Claassen | 11,065,671 |
| 38,314 |
| 53,391 |
| 1,508,726 |
Eric P. Etchart | 10,954,343 |
| 176,136 |
| 26,897 |
| 1,508,726 |
Lara L. Lee | 11,077,981 |
| 50,197 |
| 29,198 |
| 1,508,726 |
Edward O. Magee, Jr. | 11,098,152 |
| 26,738 |
| 32,486 |
| 1,508,726 |
Trevor I. Mihalik | 11,073,699 |
| 56,026 |
| 27,651 |
| 1,508,726 |
Graciela I. Monteagudo | 11,023,699 |
| 93,481 |
| 40,196 |
| 1,508,726 |
David B. Pendarvis | 11,074,124 |
| 49,955 |
| 33,297 |
| 1,508,726 |
Gregory A. Sandfort | 11,042,250 |
| 90,682 |
| 24,444 |
| 1,508,726 |
Anne G. Saunders | 11,045,545 |
| 77,690 |
| 34,141 |
| 1,508,726 |
|
|
|
|
|
|
|
|
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 |
10,664,698 |
| 444,174 |
| 48,504 |
| 1,508,726 |
|
|
|
|
|
|
|
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, 2023. The voting results were as follows:
|
|
|
|
|
|
|
|
|
|
Votes For |
| Votes Against |
| Abstain |
10,689,955 |
| 1,951,441 |
| 24,706 |
|
|
|
|
|
Item 8.01.Other Events.
On December 13, 2022, the Company issued a press release announcing that the Board declared a quarterly dividend of $0.83 per share on the Company’s common stock, reflecting an increase of more than 6% compared to last quarter’s dividend. The dividend is payable January 31, 2023 to stockholders of record at the close of business on January 13, 2023. The Company also announced that it had scheduled its first fiscal quarter 2023 earnings conference call to be held on January 9, 2023 at 2:00 p.m., PST.
The Company also issued a separate press release announcing changes to its Board, including the election of a new Chair of the Board, Gregory A. Sandfort, and the election of its newest director, Cynthia B. Burks.
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 Exhibit 99.2, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
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 15, 2022 |
| /s/ PHENIX Q. KIAMILEV |
|
| Phenix Q. Kiamilev
|
|
| Vice President, General Counsel
|
|
| and Corporate Secretary |
