ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Notice of Director Retirement
On October 12, 2020, Daniel E. Pittard provided notice to the board of directors
of WD-40 Company (the "Company") that he will not stand for re-election as a
director at the Company's December 2020 annual meeting of stockholders. Mr.
Pittard has been a director of the Company since 2016. He presently serves as a
member of the audit and corporate governance committees of the board of
directors. Mr. Pittard will continue to serve as a director until the December
2020 annual meeting of stockholders.
Grant of Modified Form of Equity Award to Executive Officers
On October 12, 2020, the compensation committee (the "Committee") of the board
of directors of the Company approved equity compensation awards pursuant to the
Company's 2016 Stock Incentive Plan (the "Stock Incentive Plan") to the named
executive officers who were included in the Summary Compensation Table in the
Company's 2019 proxy statement with respect to the Company's annual meeting of
stockholders held on December 10, 2019 (the "2019 NEOs"), which was filed with
the Securities Exchange Commission on October 31, 2019 (the "2019 Proxy
Statement"). Included among the equity compensation awards granted on October
12, 2020 was a modified form of award as described below. Equity compensation
awards granted in October 2019 for fiscal year 2020 will be described in the
Company's proxy statement with respect to its annual meeting of stockholders to
be held on December 8, 2020.
Consistent with disclosures included in the 2019 Proxy Statement and as updated
below, on October 12, 2020, the Committee awarded grants of restricted stock
units ("RSUs") and market share units ("MSUs") to the Company's executive
officers, including the 2019 NEOs, for fiscal year 2021. In addition, the
Committee approved and awarded a modified form of performance-based equity
compensation previously referred to as Deferred Performance Units ("DPUs"). The
DPUs have been replaced by awards of Performance Share Unit Restricted Stock
Awards ("Performance Share Units" or "PSUs") that provide for issuance of
restricted shares of the Company's common stock upon vesting rather than being
deferred until termination of employment. A description of the PSUs is provided
below.
The RSUs, MSUs and PSUs granted to the 2019 NEOs are subject the terms and
conditions set forth in separate award agreements for each type of award ("Award
Agreements") providing for the issuance of shares of the Company's common stock
("Shares") following vesting according to the terms of the Award Agreements.
For fiscal year 2021, each of the 2019 NEOs received awards of RSUs, MSUs, and
PSUs as detailed in the following table:
Target Maximum
Number of Number of
Restricted Market Performance
Stock Units Share Units Share Units
Name and Principal Position Grant Date (#) (#) (#)
Garry O. Ridge 10/12/2020 3,996 3,996 3,372
Chief Executive Officer
and Chairman of the Board
Jay W. Rembolt 10/12/2020 749 749 816
Vice President, Finance,
Treasurer and Chief Financial Officer
Steven A. Brass 10/12/2020 1,998 1,998 1,783
President and Chief Operating Officer
Richard T. Clampitt 10/12/2020 574 574 644
Vice President, General Counsel
and Corporate Secretary
William B. Noble 10/12/2020 417 417 835
Managing Director, EMEA
?
--------------------------------------------------------------------------------
For fiscal year 2021, the RSU awards granted to the 2019 NEOs provide for full
vesting of the awards in the event of termination of employment by reason of
death or disability in addition to Retirement (as defined in the Award
Agreements and as described in the 2019 Proxy Statement). The MSU awards granted
to the 2019 NEOs provide for pro-rata vesting in the event of termination of
employment by reason of death or disability in addition to Retirement. In other
respects, the terms and conditions applicable to the RSUs and MSUs granted to
the 2019 NEOs are substantially the same as the terms and conditions applicable
to such awards described in the 2019 Proxy Statement.
The form of Award Agreement for the PSUs awarded to the 2019 NEOs on October 12,
2020 provides for performance vesting over a performance measurement period of
one fiscal year ending August 31, 2021 (the "Measurement Year"). A number of
PSUs equal to an "Applicable Percentage" of the "Maximum Number of PSUs" awarded
to the 2019 NEOs (as noted in the table above) will vest as of the conclusion of
the Measurement Year ("Vested PSUs"). The Applicable Percentage is determined by
reference to the performance vesting provisions of the Award Agreement as
described below. Upon certification of achievement of the performance
measurement as described below, each Vested PSU will be settled by issuance of
one share of the Company's common stock (a "PSU Share") as of the earlier of the
3rd business day following the Company's release of earnings for the Measurement
Year or November 15 of the fiscal year following the Measurement Year. The PSU
Shares will be subject to a legend condition restricting transfer of the PSU
Shares until termination of the recipient's employment.
The PSU Award Agreements provide for pro-rata vesting in the event of
termination of employment during the Measurement Year by reason of death,
disability or Retirement (as defined in the Award Agreement and as described
with respect to the RSUs and MSUs in the 2019 Proxy Statement).
The performance vesting provisions of the PSUs are based on relative achievement
within an established performance measure range of the Company's reported
earnings before interest, taxes, depreciation and amortization computed on a
consolidated basis for the Measurement Year in a manner consistent with the
performance measure range established for the former DPU awards as described in
the 2019 Proxy Statement.
The Award Agreements for the RSUs, MSUs and PSUs granted to executive officers
on October 12, 2020 include other technical provisions, including provisions to
clarify vesting upon a change in control of the Company and provisions to
clarify intended compliance with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended. The descriptions of the terms and
conditions for the PSUs and changes in the terms and conditions for the RSUs and
MSUs herein are subject to, and qualified in their entirety by, the respective
forms of the Award Agreements that will be included as exhibits to the Company's
annual report on Form 10-K for the fiscal year ended August 31, 2020.
ITEM 8.01. Other Events
On October 12, 2020, the Company issued a press release to announce Mr.
Pittard's retirement from the board of directors as well as the retirement of
Neal E. Schmale, who will not stand for re-election as a director at the
Company's December 2020 annual meeting of stockholders in accordance with the
Company's corporate governance guidelines. Mr. Schmale was designated as lead
independent director in December 2019. The Company announced in this press
release that Gregory A. Sandfort has been designated to serve as lead
independent director effective as of October 12, 2020. The Company also
announced that Lara L. Lee was nominated for election as a director at the
Company's December 2020 annual meeting of stockholders. Ms. Lee most recently
served as president of Orchard Supply Hardware, a subsidiary of Lowe's
Companies, Inc., from 2016 to 2018.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Corrected News Release by WD-40 Company dated October 12, 2020 .
104 The cover page from this Current report on Form 8-K, formatted in
Inline XBRL
?
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses