Executive Change · Shareholder Vote

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 12, 2017 __________  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)   9715 Businesspark Avenue, San Diego, California 92131 (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):    ☐ 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))  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 ☐   Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  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.  Item 5.07. Submission of Matters to a Vote of Security Holders.  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 .  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:       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   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 10,311,234 260,582 46,317 2,203,121   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 :     One Year Two Years Three Years Abstain Broker Non-Votes 8,865,665 228,035 1,481,165 43,268 2,203,121    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:      Votes For Votes Against Abstain Broker Non-Votes 10,468,641 89,543 59,949 2,203,121   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:  SIGNATURE     Votes For Votes Against Abstain 12,654,101 147,730 19,423   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 1 8 , 201 7 /s/ JAY W. REMBOLT  Jay W. Rembolt  Vice President, Finance  Treasurer and Chief Financial Officer