UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 11, 2018

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WD-40 COMPANY

(Exact Name of Registrant as specified in its charter)

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Delaware

(State or other jurisdiction of incorporation or organization)

 

000-06936

(Commission File Number)

 

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):





 



 

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))



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 



 

 



 

 




 

Item 5.07.Submission of Matters to a Vote of Security Holders.



On December 11,  2018, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) in San Diego, California. At the Annual Meeting, the holders of 12,762,543 shares of common stock, which represents approximately 92% of the outstanding shares entitled to vote as of the record date of October 15, 2018, were represented in person or by proxy. The proposals are described in more detail in the Company’s Proxy Statement. 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 Withheld

 

Broker Non-Votes



 

 

 

 

 

Daniel T. Carter

10,245,727 

 

34,526 

 

2,482,290 

Melissa Claassen

10,251,859 

 

28,394 

 

2,482,290 

Eric P. Etchart

10,254,735 

 

25,518 

 

2,482,290 

Linda A. Lang

10,210,937 

 

69,316 

 

2,482,290 

David B. Pendarvis

10,246,978 

 

33,275 

 

2,482,290 

Daniel E. Pittard

10,255,164 

 

25,089 

 

2,482,290 

Garry O. Ridge

10,257,196 

 

23,057 

 

2,482,290 

Gregory A. Sandfort

8,275,215 

 

2,005,038 

 

2,482,290 

Neal E. Schmale

10,080,641 

 

199,612 

 

2,482,290 



 

 

 

 

 



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

9,997,991

 

255,570

 

26,692

 

2,482,290



 

 

 

 

 

 



3.

Ratification of Appointment of Independent Auditor: 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, 2019. The voting results were as follows:



SIGNATURE







 

 

 

 



 

 

 

 

Votes For

 

Votes Against

 

Abstain

12,471,807

 

267,767

 

22,969



 

 

 

 




 

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 17,  2018

 

/s/ JAY W. REMBOLT



 

Jay W. Rembolt



 

Vice President, Finance



 

Treasurer and Chief Financial Officer