WD-40 COMPANY

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WD 40 : Proxy Statement (definitive)

10/29/2020 | 03:25pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )



  • Filed by the Registrant
  • Filed by a Party other than the Registrant Check the appropriate box:
  • Preliminary Proxy Statement
  • Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  • Definitive Proxy Statement
  • Definitive Additional Materials
  • Soliciting Material Pursuant to §240.14a-12

WD-40 COMPANY

(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



Payment of Filing Fee (Check the appropriate box):

  • No fee required.
  • Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
    1. Title of each class of securities to which transaction applies:
    2. Aggregate number of securities to which transaction applies:
    3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
    4. Proposed maximum aggregate value of transaction:
    5. Total fee paid:
  • Fee paid previously with preliminary materials.



  • Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    1. Amount Previously Paid:
    2. Form, Schedule or Registration Statement No.:
    3. Filing Party:
    4. Date Filed:

WD-40 COMPANY

9715 Businesspark Avenue

San Diego, California 92131



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



To the Stockholders:

The 2020 Annual Meeting of Stockholders of WD-40 Company will be held via a live audio webcast at the following virtual location and for the following purposes:

When:

Tuesday, December 8, 2020, at 10:00 a.m. Pacific Standard

Time

Place:

www.meetingcenter.io/283620136

Items of Business:

1.

To elect a Board of Directors for the ensuing year and until

their successors are elected and qualified;

2.

To hold an advisory vote to approve executive compensation;

3.

To ratify the appointment of PricewaterhouseCoopers LLP as

the Company's independent registered public accounting firm

for fiscal year 2021; and

4.

To vote on a shareholder proposal as described in the

accompanying Proxy Statement if properly presented at the

meeting; and

5.

To consider and act upon such other business as may properly

come before the meeting.

Who Can Vote:

Only the stockholders of record at the close of business on

October 12, 2020 are entitled to vote at the meeting.

Attending the Virtual Annual Meeting

As a result of the public health impact of the COVID-19

pandemic and to prioritize the health and well-being of meeting participants, this year's annual meeting will be conducted virtually via a live audio webcast, accessible at www.meetingcenter.io/283620136.

Please see "How_can_I_participate in the virtual annual meeting?" beginning on page 3 for information about how to attend and participate in the virtual annual meeting, vote, view the list of stockholders of record and submit questions pertinent to the meeting.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:



www.meetingcenter.io/283620136





VIA THE INTERNET

Visit the website listed on your proxy card

BY TELEPHONE

Call the telephone number on your proxy card

BY MAIL

Sign, date and return your proxy card in the enclosed envelope

VIA LIVE VIRTUAL MEETING

Attend the Virtual Annual Meeting at

www.meetingcenter.io/283620136

By Order of the Board of Directors

Richard T. Clampitt

Corporate Secretary

San Diego, California

October 29, 2020





TABLE OF CONTENTS

Page

PROXY STATEMENT SUMMARY

1

GENERAL INFORMATION

3

PRINCIPAL SECURITY HOLDERS

5

ITEM NO. 1: NOMINEES FOR ELECTION AS DIRECTORS AND SECURITY OWNERSHIP OF MANAGEMENT

6

Director Independence

6

Security Ownership of Directors and Executive Officers

7

Nominees for Election as Directors

9

Board Leadership, Risk Oversight and Compensation-Related Risk

13

Board of Directors Meetings, Committees and Annual Meeting Attendance

13

Board of Directors Compensation

14

Director Compensation Table - Fiscal Year 2020

14

Equity Holding Requirement for Directors

15

Stockholder Communications with Board of Directors

16

Committees

16

INSIDER TRADING POLICY - PROHIBITED HEDGING TRANSACTIONS

18

ENVIRONMENTAL SOCIAL GOVERNANCE REPORT

19

ITEM NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

20

COMPENSATION DISCUSSION AND ANALYSIS

21

Executive Summary of Compensation Decisions and Results

21

Governance of Executive Officer Compensation Program

23

Executive Compensation Philosophy and Framework

24

Executive Officer Compensation Decisions for Fiscal Year 2020

25

Other Compensation Policies

33

Accounting Considerations

34

COMPENSATION COMMITTEE REPORT

35

EXECUTIVE COMPENSATION

36

Summary Compensation Table

36

Grants of Plan-Based Awards - Fiscal Year 2020

38

Outstanding Equity Awards at 2020 Fiscal Year End

39

Option Exercises and Stock Vested - Fiscal Year 2020

39

Nonqualified Deferred Compensation - Fiscal Year 2020

40

Supplemental Death Benefit Plans and Supplemental Insurance Benefits

40

Change of Control Severance Agreements

40

CEO Pay Ratio

42

AUDIT COMMITTEE REPORT

43

ITEM NO.3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

44

Audit Fees

44

Audit-Related Fees

44

Tax Fees

44

All Other Fees

44

ITEM NO. 4: SHAREHOLDER PROPOSAL TO ADOPT A POLICY TO INCLUDE NON-MANAGEMENT

45

EMPLOYEES AS PROSPECTIVE DIRECTOR CANDIDATES

Board of Directors' Statement in Opposition to Item No. 4

46

SHAREHOLDER PROPOSALS

47



PROXY STATEMENT SUMMARY



We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete

Proxy Statement and 2020 Annual Report before you vote.



2020 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:

Record Date:

December 8, 2020, at 10:00 a.m. Pacific Standard

October 12, 2020

Time

Place:

Meeting Webcast:

www.meetingcenter.io/283620136

Available on the Company's investor relations website at

http:/investor.wd40company.com beginning at 10:00 a.m. Pacific Standard

Time on December 8, 2020

CORPORATE GOVERNANCE

Our Corporate Governance Policies Reflect Best Practices

• Annual election of all directors with majority voting requirement• Executive sessions of independent directors held at each regularly scheduled board meeting

  • Governance guidelines for independent director leadership and best governance practices
  • Annual performance evaluations for board, committees and individual directors
  • All non-employee directors are independent
  • Annual consideration of succession planning for the board, the CEO, and senior management
  • Company policy prohibits pledging and hedging of WD-40 Company stock by directors
  • All equity grants received by directors must be held until board service is ended

VOTING MATTERS AND BOARD RECOMMENDATIONS

Management Proposals:

Election of Directors (Item No. 1)

Advisory Vote to Approve Executive Compensation (Item No. 2)

Ratification of Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2021 (Item No. 3)

Shareholder Proposal:

Proposal to Adopt a Policy to Include Non-Management Employees as Prospective Director Candidates (Item No. 4)

Board's Recommendation

Page

FOR all Director Nominees

6

FOR

20

FOR

44

Board's Recommendation

Page

AGAINST

45

1

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WD-40 Company published this content on 29 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 October 2020 20:24:02 UTC

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