WD-40 Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Major Chemicals
Industrials
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 16, 2024 (December 11, 2024 )
(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) | ||||||||||||
(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 | ||||||||||||
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 5.07. | Submission of Matters to a Vote of Security Holders. | ||||
On December 12, 2024, WD-40 Company (“Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) in a virtual meeting format via webcast. At the Annual Meeting, the holders of 12,679,577 shares of common stock, which represent over 93% of 13,553,739 outstanding shares entitled to vote as of the record date of November 1, 2024, were represented virtually or by proxy. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 8, 2024. 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:
| Name | Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||||
| Steven A. Brass | 11,111,276 | 24,195 | 9,587 | 1,534,519 | |||||||||||||||||||
| Cynthia B. Burks | 11,109,338 | 26,201 | 9,519 | 1,534,519 | |||||||||||||||||||
| Daniel T. Carter | 11,069,309 | 61,197 | 14,552 | 1,534,519 | |||||||||||||||||||
| Eric P. Etchart | 11,094,304 | 37,606 | 13,148 | 1,534,519 | |||||||||||||||||||
| Lara L. Lee | 11,107,074 | 28,085 | 9,899 | 1,534,519 | |||||||||||||||||||
| Edward O. Magee, Jr. | 11,111,189 | 23,888 | 9,981 | 1,534,519 | |||||||||||||||||||
| Trevor I. Mihalik | 11,103,659 | 27,711 | 13,688 | 1,534,519 | |||||||||||||||||||
| Graciela I. Monteagudo | 11,109,951 | 23,786 | 11,321 | 1,534,519 | |||||||||||||||||||
| David B. Pendarvis | 11,106,953 | 25,617 | 12,488 | 1,534,519 | |||||||||||||||||||
| Anne G. Saunders | 11,046,625 | 87,509 | 10,924 | 1,534,519 | |||||||||||||||||||
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 | |||||||||||||||||
| 10,988,164 | 132,175 | 24,719 | 1,534,519 | |||||||||||||||||
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, 2025. The voting results were as follows:
| Votes For | Votes Against | Abstain | ||||||||||||
| 11,154,743 | 1,512,536 | 12,298 | ||||||||||||
There were no broker non-votes on this proposal.
| Item 8.01. | Other Events. | ||||
On December 11, 2024, the Company issued a press release announcing that the Board of Directors (“Board”) declared a quarterly dividend of $0.94 per share on the Company’s common stock, reflecting an increase of 7% compared to last quarter’s dividend. The dividend is payable January 31, 2025 to stockholders of record at the close of business on January 17, 2025. The Company also announced that it had scheduled its first fiscal quarter 2025 earnings conference call to be held on January 9, 2025 at 2:00 p.m., PST.
On December 12, 2024, the Company issued a press release announcing that the Board appointed Eric P. Etchart as Chair of the Board to succeed Gregory A. Sandfort, who retired from the Board following the Company’s Annual Meeting.
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 99.2, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), 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 Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, 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 | |||||
| 99.2 | |||||
| 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.
| WD-40 Company | |||||
| (Registrant) | |||||
| Date: December 16, 2024 | /s/ PHENIX Q. KIAMILEV | ||||
| Phenix Q. Kiamilev | |||||
| Vice President, General Counsel and | |||||
| Corporate Secretary | |||||