UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Exact Name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
| (Commission File Number) WD 40 CO (Commission Company Name) |
| (I.R.S. Employer Identification Number)
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| (Address of principal executive offices, with zip code)
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| ( (Registrant’s telephone number, including area code)
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| n/a (Former name or former address, if changed since last report)
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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):
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
| Trading Symbol |
| Name of exchange on which registered |
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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
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
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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 |
| Finance |
Gregory A. Sandfort, Chair of the Board |
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| Member |
| Member |
| Member |
Cynthia B. Burks | Member |
| Member |
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Daniel T. Carter | Chair |
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| Member |
| Member |
Melissa Claassen |
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| Member |
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| Member |
Eric P. Etchart |
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| Chair |
| Member |
Lara L. Lee | Member |
| Member |
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Edward O. Magee, Jr. | Member |
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| Member |
Trevor I. Mihalik | Member |
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| Member |
| Chair |
Graciela I. Monteagudo | Member |
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| Member |
David B. Pendarvis | Member |
| Member |
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Anne G. Saunders |
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| Chair |
| Member |
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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:
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| Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
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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 |
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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:
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Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
10,664,698 |
| 444,174 |
| 48,504 |
| 1,508,726 |
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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:
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Votes For |
| Votes Against |
| Abstain |
10,689,955 |
| 1,951,441 |
| 24,706 |
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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.
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| Exhibit No. | Description |
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| 99.1 | Press Release Announcing Dividend Increase and Scheduling of Earnings Call, dated December 13, 2022. |
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| 99.2 | Press Release Announcing Board Changes, dated December 13, 2022. |
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| 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.
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| WD-40 Company
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| (Registrant) |
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Date: December 15, 2022 |
| /s/ PHENIX Q. KIAMILEV |
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| Phenix Q. Kiamilev
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| Vice President, General Counsel
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| and Corporate Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Media and Investor Contact:
Wendy Kelley
+1-619-275-9304
WD-40 Company Increases Quarterly Dividend and Schedules First Quarter 2023 Earnings Conference Call
SAN DIEGO – December 13, 2022 ― WD-40 Company (NASDAQ:WDFC) today announced that its board of directors declared on Tuesday, December 13, 2022 a quarterly dividend of $0.83 per share reflecting an increase of more than 6 percent compared to the previous quarter’s dividend. The quarterly 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 has scheduled its first quarter 2023 earnings conference call for Monday, January 9, 2023 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, 2023. 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 $518.8 million in fiscal year 2022 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 http://www.wd40company.com.
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Exhibit 99.2
FOR IMMEDIATE RELEASE
Media and Investor Contact:
Wendy Kelley,
Vice President, Stakeholder and Investor Engagement
+1-619-275-9304
WD-40 Company Announces Board Changes
~ Appoints Gregory A. Sandfort as Chairman of the Board~
SAN DIEGO – December 13, 2022 – WD-40 Company (NASDAQ:WDFC) announced the appointment of Gregory A. Sandfort as non-executive chairman of the board of directors, effective today. Mr. Sandfort replaces Garry O. Ridge as chairman following his retirement from the board after today’s 2022 Annual Meeting of Stockholders, and Mr. Sandfort remains a member of the Compensation Committee, Corporate Governance Committee, and Finance Committee.
Mr. Sandfort was initially elected to the Company’s board in 2011. He has served as its lead independent director since 2020. Mr. Sandfort had served as chief executive officer of Tractor Supply Company from 2012 until his retirement in 2020.
The Company also announced that Cynthia B. Burks was elected to the Company’s board at the Annual Meeting of Stockholders following her nomination by the board earlier this year. Ms. Burks has been appointed to serve as a member of the Audit Committee and the Compensation Committee.
“On behalf of the board, I would like to thank Garry for his leadership of our Company and its people over the last three and a half decades,” said Mr. Sandfort, chairman of the board. “Garry’s strategic vision transformed the Company into an iconic brand recognized by millions of consumers worldwide, and we are grateful for his lasting contributions to our global brand and business and, most importantly, our corporate culture.”
“Moreover, we are extremely pleased to officially welcome Cynthia to our board today. Her extensive knowledge of human capital strategy, designing culture to increase competitive advantage, organizational design as well as diversity, equity and inclusion will make her an exceptional addition to our board,” concluded Mr. Sandfort.
Ms. Burks most recently served as senior vice president and chief people and culture officer at Genentech, Inc., a subsidiary of Roche Holding AG. She has also served as vice president, head of human resources at Genentech Research and Early Development and has held various human resource and organizational development positions across a variety of industries including media, consumer goods and technology.
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Ms. Burks currently serves as a director and member of the Organization and Compensation Committee of Inspire Medical Systems, Inc.
WD-40 Company’s board is currently composed of 12 directors.
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 $518.8 million in fiscal year 2022 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 http://www.wd40company.com.
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