WD-40 COMPANY

WDFC

Real-time Estimate - 01/26 11:21:11 am
301.135USD	-0.15%

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

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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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