Wd 40 Co 8-K, filed Jun 22, 2022
Wd 40 Co (WDFC)
About this 8-K
Wd 40 Co filed this 8-K on June 22, 2022, reporting on events of June 20, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): June 20, 2022
__________
WD-40 COMPANY
(Exact Name of Registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation or organization) |
| (Commission File Number) WD 40 CO (Commission Company Name) |
| (I.R.S. Employer Identification Number)
|
|
|
|
|
|
|
| (Address of principal executive offices, with zip code)
|
|
|
|
|
|
|
|
|
| ( (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):
|
|
Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
| |
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 |
|
| (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
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.
Appointment of Edward O. Magee, Jr. as Director
On June 22, 2022, WD-40 Company (“Company”) announced that its Board of Directors (“Board”) appointed Mr. Edward O. Magee, Jr. as a director of the Company, effective June 20, 2022. He was also appointed to serve as a member of the Audit Committee and the Finance Committee of the Board.
Mr. Magee, age 56, currently serves as executive vice president, operations at Fender Musical Instruments Corporation (“Fender”), a privately held musical instruments company. He served as senior vice president, operations at Fender from 2016 to 2020. Mr. Magee served as vice president of operations and distribution for Thomas & Betts Corporation (presently ABB Installation Products Inc.; NYSE: ABB) from 2014 to 2016 and in various management roles in vehicle operations at Harley-Davidson Motor Company from 2009 to 2014. Prior to his corporate roles, Mr. Magee served as a combat-decorated Lieutenant Colonel aviator in the U.S. Marine Corps. He has extensive non-profit board experience including the Board of Visitors at Duke University’s Fuqua School of Business, The Fender Play Foundation™, Boys & Girls Clubs of Metro LA, and an advisory role for the National Association of Manufacturers, “Heroes MAKE America” veterans transition program.
Mr. Magee holds a Master of Business Administration from the Fuqua School of Business at Duke University, a Master of Public Administration from George Mason University, and a Bachelor of Science in Mathematics from the U.S. Naval Academy.
For his service as a director from the date of his appointment to the 2022 annual meeting of stockholders in December 2022 (“Annual Meeting”), Mr. Magee is entitled to compensation in accordance with the terms of the WD-40 Directors’ Compensation Policy and Election Plan adopted by the Board on October 12, 2021 (“Plan”). Accordingly, Mr. Magee received a restricted stock unit (“RSU”) award covering 437 shares of the Company’s common stock, which award had a fair market value of approximately $80,000 as of the June 21, 2022 grant date. The RSU award is fully vested and provides for the issuance of 437 shares of the Company’s common stock to Mr. Magee following his termination of service as a director. Until issuance of such shares, the RSUs awarded will be entitled to receive dividend equivalent payments, payable in cash as and when dividends are declared upon the Company’s common stock. In accordance with the Plan, Mr. Magee is also entitled to receive base compensation in the amount of $45,000 for service as a director until the Annual Meeting. Mr. Magee has elected to receive the entire amount of such base compensation in cash. In addition, as a member of the Audit Committee and the Finance Committee, Mr. Magee will receive prorated cash compensation of $5,000 and $2,500, respectively, for his service on these committees until the Annual Meeting.
Increase in Board Size
On June 20, 2022, the Board adopted a resolution to increase the authorized number of directors of the Company’s Board from 11 to 12, effective immediately, and Mr. Magee was appointed to fill the vacancy created by such increase.
Compensatory Arrangements of Steven A. Brass as CEO
The Company previously announced the appointment of Steven A. Brass as Chief Executive Officer (“CEO”), effective September 1, 2022, to succeed Garry O. Ridge, who is retiring from his CEO position on August 31, 2021. Mr. Brass will continue to serve as President and as a director on the Board. Effective September 1, 2022, in connection with Mr. Brass’ appointment, his annual base salary will increase from $457,583 to $600,000 per annum, his annual target opportunity for non-equity incentive plan compensation will increase from 80% to 100% (with the maximum payout level opportunity increasing from 160% to 200%), and his opportunity for long-term performance-based and retention-based equity incentives will increase from $800,000 to $1,300,000. In addition, in the event that maximum performance goals are exceeded, Mr. Brass would be eligible to receive an annual equity incentive of up to 100% of his base salary, which incentive would be consistent with the annual equity incentive plan design for executive officers.
Information about Mr. Brass, including a biographical summary, information about positions and offices he has held with the Company, his other prior compensation arrangements with the Company, and information about his business experience, may be found in the Company’s Current Report on Form 8-K filed on March 16, 2022.
ITEM 7.01. Regulation FD Disclosure.
On June 22, 2022, the Company issued a press release announcing Mr. Magee’s appointment as a director on the Board. The Company also announced that Ms. Cynthia B. Burks was nominated by the Board to stand for election as a director at the Company’s upcoming Annual Meeting. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
Ms. Burks currently serves as a board member of Torch, a privately held software company that she joined in January 2022. She also serves as a board member of two non-profit organizations dedicated to youths, Juma Ventures and Summer Search, both of which she joined in 2021. From 2020 to 2022, Ms. Burks served as a board member of Genentech Foundation. From 2019 to 2022, Ms. Burks served as senior vice president and chief people and culture officer at Genentech, Inc., a subsidiary of Roche Holding AG (OTCQX: RHHBY). She also served as vice president, head of human resources at Genentech Research and Early Development from 2015 to 2019, and in various human resource management roles at Genentech from 2011 to 2015. From 1999 to 2011, Ms. Burks held various human resource and organizational development positions in various industries, including media, consumer goods and technology.
Ms. Burks holds a Master of Business Administration in International Business from Arizona State University’s Thunderbird School of Global Management and a Juris Doctor from the University of San Francisco School of Law. She is licensed to practice law in California.
The information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be 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 shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to 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. |
|
|
Exhibit No. | Description |
|
|
99.1 | |
|
|
104 | The cover page from this Current report on Form 8-K, formatted in Inline XBRL |
|
|
SIGNATURES
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: June 22, 2022 |
| /s/ PHENIX Q. KIAMILEV |
|
| Phenix Q. Kiamilev |
|
| Vice President, General Counsel & |
|
| Corporate Secretary |
Exhibit 99.1
Media and Investor Contact:
Wendy Kelley
investorrelations@wd40.com
+1-619-275-9304
WD-40 Company Announces Board Changes
SAN DIEGO – June 22, 2022 ― WD-40 Company (NASDAQ:WDFC), 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, announced today that Edward O. Magee, Jr. has been appointed to its board of directors, effective June 20, 2022. The board of directors appointed Mr. Magee to serve as a member of the Audit and Finance Committees.
In addition, the Company announced that Cynthia B. Burks has been nominated for election to its board of directors at the Company's 2022 annual meeting of stockholders. As previously disclosed, Garry Ridge will be retiring from the board of directors in December 2022. Mr. Ridge will continue to serve as chairman of the board of directors until the Company’s 2022 annual meeting of stockholders, when his term expires.
"We are excited about our plans to add Ed and Cynthia to our board," said Greg Sandfort, lead independent director of WD-40 Company. "Ed’s diverse senior leadership experience in manufacturing, sustainability, supply chain, and logistics will contribute to our board conversations as we continue to execute our growth strategy. Moreover, we are delighted that Cynthia has agreed to stand for election in the fall. Her extensive knowledge of human capital strategy and fundamental understanding that culture is a competitive advantage makes her a perfect fit for WD-40 Company where it really is all about the people.”
Mr. Magee currently serves as executive vice president, operations at Fender Musical Instruments Corporation, a privately held musical instruments company owned by majority stakeholder Servco Pacific Inc. He served as senior vice president, operations at Fender from 2016 to 2020. Mr. Magee served as vice president of operations and distribution for Thomas & Betts Corporation, presently ABB Installation Products Inc. (NYSE: ABB), from 2014 to 2016 and in various management roles in vehicle operations at Harley-Davidson Motor Company from 2004 to 2014. He has extensive non-profit board experience including the Board of Visitors at Duke University’s Fuqua School of Business, the Fender Play Foundation™, Boys & Girls Clubs of Metro LA, and an advisory role for the National Association of Manufacturers, “Heroes MAKE America” veterans transition program. Prior to his corporate executive experience, Mr. Magee served as a combat-decorated Lieutenant Colonel aviator in the U.S. Marine Corps.
Ms. Burks most recently served as senior vice president and chief people and culture officer at Genentech, Inc., a subsidiary of Roche Holding AG (OTCQX: RHHBY), which she joined in 2011. She served as vice president, head of human resources at Genentech Research and Early Development from 2015 to 2019, and in various human resource management roles at Genentech from 2011 to 2015. From 1999 to 2011, Ms. Burks held various human resource and organizational development positions across a variety of industries including media, consumer goods and technology. She serves on the board of directors of Torch, a privately held company offering integrated coaching, mentoring and learning software, and two non-profit
organizations, Juma Ventures and Summer Search. Ms. Burks also served as a board member of Genentech Foundation from 2020 to 2022.
On June 20, 2022, WD-40 Company’s board of directors adopted a resolution to increase the size of the board from 11 to 12 directors, effective immediately.
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, WD-40 Company recorded net sales of $488.1 million in fiscal year 2021 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.
Forward-Looking Statements
Except for the historical information contained herein, this press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are generally identified with words such as “believe,” “expect,” “intend,” “plan,” “could,” “may,” “aim,” “anticipate,” “target,” “estimate” and similar expressions. These forward-looking statements are subject to certain risks, uncertainties and assumptions that could cause actual events or results to differ materially from those anticipated in or implied by the forward-looking statements.
Our forward-looking statements include, but are not limited to, statements regarding changes to our executive and board leadership and composition of our board of directors; expectations about future financial and operating results, including: growth and success of the Company and its products; plans for and success of the Company’s execution of leadership succession; the impact of regulatory action; the length and severity of the current COVID-19 pandemic and its impact on the global economy and the Company’s financial results; changes in the political conditions or relations between the United States and other nations; the impacts from inflationary trends and supply chain constraints; and forecasted foreign currency exchange rates and commodity prices.
The Company's expectations, beliefs and forecasts are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that the Company's expectations, beliefs or forecasts will be achieved or accomplished.
Actual events or results may differ materially from those projected in forward-looking statements due to various factors, including, but not limited to, those identified in Part I―Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2021 which the Company filed with the SEC on October 22, 2021, and in the Company’s Quarterly Report on Form 10-Q for the period ended February 28, 2022 which the Company filed with the SEC on April 7, 2022.
All forward-looking statements included in this press release should be considered in the context of these risks. All forward-looking statements speak only as of the date of this press release, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors and prospective investors are cautioned not to place undue reliance on our forward-looking statements.
***