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 8, 2020 __________ 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): o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of exchange on which registered Common stock, par value $0.001 per share WDFC NASDAQ 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 o 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 o Item 5.07. Submission of Matters to a Vote of Security Holders On December 8, 2020, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) in San Diego, California. At the Annual Meeting, the holders of 12,787,880 shares of common stock, which represents approximately 94% of the outstanding shares entitled to vote as of the record date of October 12, 2020, 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 Against Abstain Broker Non-Votes Daniel T. Carter 10,848,634 15,158 10,507 1,913,581 Melissa Claassen 10,850,872 14,454 8,973 1,913,581 Eric P. Etchart 10,049,405 815,131 9,763 1,913,581 Lara L. Lee 10,847,447 9,675 17,177 1,913,581 Trevor I. Mihalik 10,839,945 24,130 10,224 1,913,581 Graciela I. Monteagudo 10,846,036 10,876 17,387 1,913,581 David B. Pendarvis 10,843,157 12,208 18,934 1,913,581 Garry O. Ridge 9,986,400 72,071 815,828 1,913,581 Gregory A. Sandfort 10,850,806 13,530 9,963 1,913,581 Anne G. Saunders 10,844,779 11,764 17,656 1,913,581 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 10,480,725 346,285 47,289 1,913,581 3. 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, 2021. The voting results were as follows: Votes For Votes Against Abstain 11,602,730 1,171,291 13,859 4. Shareholder proposal : The Company’s stockholders did not approve the shareholder proposal to adopt a policy to include non-management employees as prospective director candidates. The voting results were as follows: Votes For Votes Against Abstain Broker Non-Votes 289,587 10,536,888 47,824 1,913,581 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 14, 2020 /s/ JAY W. REMBOLT Jay W. Rembolt Vice President, Finance Treasurer and Chief Financial Officer