WD-40 COMPANY (NASDAQ:WDFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

WD-40 COMPANY (NASDAQ:WDFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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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.

On December 13, 2016, the stockholders of WD-40 Company (the
Company) voted to approve the WD40 Company 2016 Stock Incentive
Plan (the Plan). The Plan authorizes the payment of compensation
and the issuance of shares of the Companys common stock to the
Companys executive officers, Company employees, directors of the
Company, and third party consultants to equity compensation
awards granted by the Companys board of directors (the Board) or
by the compensation committee of the Board. Subject to
limitations on individual awards and the requirements for
counting shares reserved for issuance under outstanding equity
awards, a total of 1,000,000 shares of the Companys common stock
have been reserved for issuance to equity awards granted under
the Plan. The terms and conditions for equity awards granted to
the Plan, including a list of performance measures that may be
applicable to performance-based equity compensation awards, are
provided for in the Plan. Specific equity award terms and
conditions are provided for in approved award agreements. A
complete description of the Plan and the equity awards authorized
by the Plan is included in the Companys Proxy Statement for its
Annual Meeting of Stockholders filed on November 3, 2016 (the
Proxy Statement). A copy of the Plan is attached as Appendix A to
the Proxy Statement. No equity awards have been granted to date
to the Plan to any of the Companys Named Executive Officers
identified in the Proxy Statement.

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

On December 13, 2016, the Company held its Annual Meeting of
Stockholders (the Annual Meeting) in San Diego, California. At
the Annual Meeting, the holders of 13,136,477 shares of common
stock, which represents approximately 93% of the outstanding
shares entitled to vote as of the record date of October 18,
2016, were represented in person or by proxy. The proposals are
described in more detail in the Companys Proxy Statement. The
matters voted upon at the Annual Meeting and the voting results
are set forth below.

1.

Election of Directors: The Companys 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:

Votes For

Votes Withheld

Broker Non-Votes

Peter D. Bewley

6,039,656 4,766,192 2,330,629

Daniel T. Carter

9,620,291 1,185,557 2,330,629

Melissa Claassen

9,388,710 1,417,138 2,330,629

Mario L. Crivello

9,195,189 1,610,659 2,330,629

Eric P. Etchart

10,756,485 49,363 2,330,629

Linda A. Lang

10,717,886 87,962 2,330,629

Daniel E. Pittard

10,753,218 52,630 2,330,629

Garry O. Ridge

10,723,253 82,595 2,330,629

Gregory A. Sandfort

9,384,204 1,421,644 2,330,629

Neal E. Schmale

9,367,074 1,438,774 2,330,629

2.

Advisory Vote to approve Executive Compensation: The
Companys stockholders approved, by advisory vote, the
compensation paid to the Companys named executive
officers. The voting results were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

10,372,203 371,601 62,044 2,330,629

3.

Approval ofthe Companys 2016 Stock Incentive Plan: The
Companys stockholders approved the WD-40 2016 Stock
Incentive Plan. The voting results were as follows:

Votes For

Votes Against

Abstain

Broker Non-Votes

10,165,563 580,954 59,331 2,330,629

4.

Ratification of Appointment of Independent Auditor: The
Companys stockholders ratified the selection of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for the fiscal year
ending August 31, 2017. The voting results were as
follows:

Votes For

Votes Against

Abstain

13,055,218 50,942 30,317


About WD-40 COMPANY (NASDAQ:WDFC)


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