WD-40 COMPANY (NASDAQ:WDFC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

WD-40 COMPANY (NASDAQ:WDFC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM 5.03.

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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On and effective July 11, 2017, the Board of Directors (the “Board”) of WD-40 Company (the “Company”), based upon the recommendation of the Corporate Governance Committee of the Board (the “Governance Committee”), approved amendments to the Company’s Bylaws (the “Bylaws” and, as amended and restated, the “Amended Bylaws”) primarily to implement a majority voting standard for uncontested director elections.

The Amended Bylaws provide that a director nominee shall be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Notwithstandingthe foregoing, directors shall be elected by a plurality of the votes cast at any meeting of shareholders for which a shareholder has nominated a person for election to the Board by way of a notice that purports to be in compliance with the advance notice requirements for director nominees proposed by shareholders or the proxy access requirements set forth in the Bylaws.The Amended Bylaws also amend the title of Section 2.15 to read “Nomination of Directors”.

The foregoing summary is qualified in its entirety by reference to the Amended Bylaws, which are attached as Exhibit3.1 hereto and incorporated by reference herein.

On and effective July 11, 2017, in connection with the Amended Bylaws, the Board also adopted amendments to the Company’s Corporate Governance Guidelines (as amended, the “Amended Corporate Governance Guidelines”) primarily to provide a director resignation policy (the “Resignation Policy”).Under the Resignation Policy, an incumbent director must tender his or her resignation to the Board if the director does not receive the required majority vote in an uncontested election.The Governance Committee will then make a recommendation to the Board to accept or reject such resignation, and the Board will take formal action on the Governance Committee’s recommendation no later than 90 days after the shareholder meeting at which the election of directors occurred.

The foregoing summary is qualified in its entirety by reference to the Amended Corporate Governance Guidelines, which are attached as Exhibit 99.1 hereto and incorporated by reference herein.

ITEM 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

3.1

Amended and Restated Bylaws of WD-40 Company, datedJuly 11,2017.

99.1

Amended Corporate Governance Guidelines, datedJuly 11,2017.


WD 40 CO Exhibit
EX-3.1 2 wdfc-20170714xex3_1.htm EX-3.1 Exhibit 31 Exhibit 3.1  AMENDED AND RESTATED BYLAWS OFWD-40 COMPANY(a Delaware corporation) ARTICLE I OFFICES  Section 1.1REGISTERED OFFICE.  The initial registered office of WD-40 Company,…
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About WD-40 COMPANY (NASDAQ:WDFC)

WD-40 Company is a global company engaged in developing and selling products, which solve problems in workshops, factories and homes. The Company’s segments include the Americas; Europe, Middle East and Africa (EMEA), and Asia-Pacific. The Company’s Americas segment includes the United States, Canada and Latin America. The EMEA segment includes countries in Europe, the Middle East, Africa and India. The Asia-Pacific segment includes Australia, China and other countries in the Asia region. The Company has two product groups, which include maintenance products and homecare and cleaning products. As of August 31, 2016, the Company marketed and sold its products in more than 176 countries and territories around the world primarily through mass retail and home center stores, warehouse club stores, grocery stores, hardware stores, automotive parts outlets, sport retailers, independent bike dealers, online retailers and industrial distributors and suppliers.

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