UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (date of earliest event reported): December 12, 2017
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WD-40 COMPANY
(Exact Name of Registrant as specified in its charter )
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Delaware
(State or other jurisdiction of incorporation or organization)	 	000-06936
(Commission File Number)	 	95-1797918
(I.R.S. Employer
Identification Number)

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﻿	 	9715 Businesspark Avenue, San Diego, California 92131
(Address of principal executive offices, with zip code)

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﻿	 	(619) 275-1400
(Registrant’s telephone number, including area code)

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﻿	 	n/a
(Former name or former address, if changed since last report)

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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):
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☐	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))	
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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 ☐
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   ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 1 2 , 201 7 , the stockholders of WD-40 Company (the “Company”) voted to approve the WD ‑40 Company 201 7   Performance Incentive Compensation Plan (the “Plan”). The Company’s performance-related compensation includes an annual cash payment opportunity that is tied to current fiscal year financial results (“Incentive Compensation”). A ll Company employees participate in the same Incentive Compensation program (the “ Performance Incentive Program ”)   and the Company also uses its Performance Incentive Program to tie executive officer compensation to the Company’s financial performance. The Performance Incentive Program is offered to the executive officers pursuant to the WD-40 Company Performance Incentive Compensation Plan , which had most recently been approved by the stockholders at the Company’s 2012 Annual Meeting of Stockholders. The approval of the 2017 Plan allows Incentive Compensation paid under the Plan to as qualify deductible “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  The Plan will be effective as of September 1, 2018 and will continue in effect until August 31, 2023 or until such time as it is extended by re-approval by the stockholders or otherwise terminated by the Compensation Committee (the “Committee”) of the Board of Directors .   A complete description of the Plan is included in the Company’s Proxy Statement for its Annual Meeting of Stockholders filed on November 2 , 201 7 (the “Proxy Statement”). A copy of the Plan is attached as Appendix A to the Proxy Statement.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
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On December 1 2 , 201 7 , the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) in San Diego, California. At the Annual Meeting, the holders of 12,821,254 shares of common stock, which represents approximately 9 2 % of the outstanding shares entitled to vote as of the record date of October 16, 2017 , were represented in person or by proxy. The proposals are described in more detail in the Company’s Proxy Statement. The matters voted upon at the Annual Meeting and the voting results are set forth below .
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	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:	
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﻿	Votes For	 	Votes Withheld	 	Broker Non-Votes	
Peter D. Bewley	10,491,371 	 	126,762 	 	2,203,121 	
Daniel T. Carter	10,547,626 	 	70,507 	 	2,203,121 	
Melissa Claassen	10,567,673 	 	50,460 	 	2,203,121 	
Eric P. Etchart	10,568,168 	 	49,965 	 	2,203,121 	
Linda A. Lang	10,550,705 	 	67,428 	 	2,203,121 	
David B. Pendarvis	10,588,667 	 	29,466 	 	2,203,121 	
Daniel E. Pittard	10,550,344 	 	67,789 	 	2,203,121 	
Garry O. Ridge	10,561,295 	 	56,838 	 	2,203,121 	
Gregory A. Sandfort	8,963,997 	 	1,654,136 	 	2,203,121 	
Neal E. Schmale	10,155,182 	 	462,951 	 	2,203,121 	
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	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:	
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Votes For	 	Votes Against	 	Abstain	 	Broker Non-Votes	
10,311,234 	 	260,582 	 	46,317 	 	2,203,121 	
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	3.		Advisory Vote on the F requency of Executive Compensation Votes : The Company’s stockholders voted to recommend , by advisory vote, that future advisory votes on the compensation paid to the Company’s named executive officers be held every year. The voting results were as follows :	
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One Year	 	Two Years	 	Three Years	 	Abstain	 	Broker Non-Votes	
8,865,665 	 	228,035 	 	1,481,165 	 	43,268 	 	2,203,121 	
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	4.		Approval of the Company’s 2017 Performance Incentive Compensation Plan : The Company’s stockholders approved the 2017 Performance Incentive Compensation Plan. The voting results were as follows:	
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Votes For	 	Votes Against	 	Abstain	 	Broker Non-Votes	
10,468,641 	 	89,543 	 	59,949 	 	2,203,121 	
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	5.		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, 201 8 . The voting results were as follows:	
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SIGNATURE
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Votes For	 	Votes Against	 	Abstain	
12,654,101 	 	147,730 	 	19,423 	
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SIGNATURE
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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.
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﻿	 	WD-40 Company	
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Date: December 1 8 , 201 7	 	/s/ JAY W. REMBOLT	
﻿	 	Jay W. Rembolt	
﻿	 	Vice President, Finance	
﻿	 	Treasurer and Chief Financial Officer	
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