Wd 40 Co 8-K, filed Jul 6, 2022
Wd 40 Co (WDFC)
About this 8-K
Wd 40 Co filed this 8-K on July 6, 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
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 6, 2022
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WD-40 COMPANY
(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) |
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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 |
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| (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
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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.
Appointment of Sara K. Hyzer as Chief Financial Officer and Retirement of Jay W. Rembolt
On July 6, 2022, WD-40 Company (the “Company”) announced the appointment of Sara K. Hyzer as Vice President, Finance, Treasurer, and Chief Financial Officer (“CFO”), effective November 1, 2022, and the retirement of Jay W. Rembolt from such positions, effective October 31, 2022.
Ms. Hyzer, age 44, joined the Company in August 2021 as Vice President, Global Finance Strategy. Prior to joining the Company, Ms. Hyzer served over 20 years at PricewaterhouseCoopers LLP (“PwC”). During her last six years at PwC, she served as an audit partner for publicly traded and privately held companies in various industries, including consumer products and life sciences. Ms. Hyzer serves as a member on the Board of Directors of a non-profit organization, SAY San Diego (Social Advocates for Youth). Ms. Hyzer holds a Bachelor of Science in Accounting from Colorado State University. She is a Certified Public Accountant (“CPA”) in the state of California and is a member of the American Institute of Certified Public Accountants. Ms. Hyzer was also a CPA in the state of Massachusetts.
There is no arrangement or understanding between Ms. Hyzer and any other person pursuant to which she was appointed CFO. Furthermore, there are no (i) family relationships between Ms. Hyzer and any director or other executive officer of the Company, or with any person selected or nominated to become an executive officer or a director of the Company or (ii) related party transactions with Ms. Hyzer requiring disclosure pursuant to Item 404 of Regulation S-K. Compensatory arrangements in connection with the planned appointment of Ms. Hyzer as CFO have not been determined and such information shall be disclosed once determined or once it becomes available.
To support this leadership transition, Mr. Rembolt will serve as a strategic advisor until January 6, 2023.
ITEM 7.01. Regulation FD Disclosure.
On July 6, 2022, the Company issued a press release announcing the planned appointment of Ms. Hyzer as CFO. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information in Item 7.01, including Exhibit 99.1, 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.
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ITEM 9.01. | Financial Statements and Exhibits. |
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| (d) Exhibits. |
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Exhibit No. | Description |
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99.1 | |
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104 | The cover page from this Current report on Form 8-K, formatted in Inline XBRL |
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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.
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| WD-40 Company |
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| (Registrant) |
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Date: July 6, 2022 |
| /s/ PHENIX Q. KIAMILEV |
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| Phenix Q. Kiamilev |
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| Vice President, General Counsel & |
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| Corporate Secretary |
Exhibit 99.1
Media and Investor Contact:
Wendy Kelley
investorrelations@wd40.com
+1-619-275-9304
WD-40 Company Appoints Sara Hyzer as Chief Financial Officer
SAN DIEGO – July 6, 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 it will appoint Sara Hyzer as vice president, finance, treasurer and chief financial officer. Ms. Hyzer will assume the role from the Company’s current chief financial officer, Jay Rembolt, who announced his planned retirement in late 2020.
Ms. Hyzer currently serves as vice president, global finance strategy at WD-40 Company and will undertake duties as chief financial officer on November 1, 2022, which is after the filing of WD-40 Company’s 2022 annual report. To ensure a smooth transition into her new role, Ms. Hyzer will work closely with Mr. Rembolt, who will serve as a strategic advisor to the Company until January 6, 2023. Ms. Hyzer will report to the Company’s chief executive officer and will oversee WD-40 Company’s financial operations, including the management of accounting, external reporting, tax, treasury, financial planning and analysis, and internal audit.
“After a rigorous global search process, which included the evaluation of both internal and external candidates, I’m excited to welcome Sara into her new leadership position," said Garry Ridge, WD-40 Company’s chairman and chief executive officer. “Sara joined our company in 2021 and has worked alongside the global finance and accounting team as a financial strategist for the last year. Her financial expertise and growth mindset are an excellent fit for our Company and its culture. Sara will provide strong financial leadership for the Company in its next phase of growth,” remarked Ridge.
"I would also like to take this opportunity to thank Jay for his significant contributions to the Company," continued Ridge. “Jay has been our chief financial officer since 2008 and has been a leader and mentor for all his colleagues. His impact on our Company has been immeasurable. On behalf of all our employees and our board of directors, we wish him an incredibly happy, healthy, and well-deserved retirement."
Prior to joining WD-40 Company, Ms. Hyzer spent over 20 years at PricewaterhouseCoopers LLP, with the last six years serving as an audit partner for both publicly traded and privately held companies in various industries, including consumer products and life sciences. Ms. Hyzer holds a Bachelor of Science in Accounting from Colorado State University. She is a Certified Public Accountant in the state of California and is a member of the American Institute of Certified Public Accountants.
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.
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