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 10, 2013

__________

 

WD-40 COMPANY

(Exact Name of Registrant as specified in its charter)

__________

 

 

 

 

 

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

000-06936

(Commission File Number)

 

95-1797918

(I.R.S. Employer

Identification Number)

 

 

 

 

 

 

 

 

 

1061 Cudahy Place, San Diego, California 92110

(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):

 

 

 

o

Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


 

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

 

On December 10, 2013, WD-40 Company (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) in San Diego, California. At the Annual Meeting, the holders of 14,052,873 shares of common stock, which represents approximately 92% of the outstanding shares entitled to vote as of the record date of October 15, 2013, were represented in person or by proxy. The proposals are described in more detail in the Company’s Proxy Statement dated October 31, 2013. The matters voted upon at the Annual Meeting and the voting results are set forth below.

 

1.

Election of Directors: The Company’s stockholders re-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

Giles H. Bateman

 

11,803,860 

 

60,132 

 

2,188,881 

Peter D. Bewley

 

11,599,668 

 

264,324 

 

2,188,881 

Richard A. Collato

 

11,599,602 

 

264,390 

 

2,188,881 

Mario L. Crivello

 

11,544,274 

 

319,718 

 

2,188,881 

Linda A. Lang

 

11,602,217 

 

261,775 

 

2,188,881 

Garry O. Ridge

 

11,798,311 

 

65,681 

 

2,188,881 

Gregory A. Sandfort

 

11,801,511 

 

62,481 

 

2,188,881 

Neal E. Schmale

 

11,746,135 

 

117,857 

 

2,188,881 

 

 

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

11,333,094

 

337,027

 

193,871

 

2,188,881

 

 

 

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, 2014. The voting results were as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

13,819,676

 

136,855

 

96,342

 

N/A

 

 

 

 


 

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, 2013

 

/s/ JAY W. REMBOLT

 

 

Jay W. Rembolt

 

 

Vice President and Chief Financial Officer

 

 

(Principal Financial Officer)