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
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 |
|
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 |
|
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 |
|
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 |
|
Votes For |
Votes Against |
Abstain |
| 13,055,218 | 50,942 | 30,317 |
About WD-40 COMPANY (NASDAQ:WDFC)