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 13, 2022 __________ 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) WD 40 CO (Commission Company Name) 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 Global Select Market 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 5.02.       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of Chair and Appointment of Committee Chairs and Members On December 13, 2022, the Board of Directors (“Board”) of WD-40 Company (“Company”) elected Gregory A. Sandfort as Chair of the Board. For each of the Board’s standing committees, the Board appointed chairs and members as follows: Director Audit Compensation Corporate ‎ Governance Finance Gregory A. Sandfort, Chair of the Board Member Member Member Cynthia B. Burks Member Member Daniel T. Carter Chair Member Member Melissa Claassen Member Member Eric P. Etchart Chair Member Lara L. Lee Member Member Edward O. Magee, Jr. Member Member Trevor I. Mihalik Member Member Chair Graciela I. Monteagudo Member Member David B. Pendarvis Member Member Anne G. Saunders Chair Member Item 5.07. Submission of Matters to a Vote of Security Holders On December 13, 2022, the Company held its Annual Meeting of Stockholders (“Annual Meeting”) in a virtual meeting format via webcast. At the Annual Meeting, the holders of 12,666,102 shares of common stock, which represent approximately 93% of the outstanding shares entitled to vote as of the record date of October 17, 2022, were represented virtually or by proxy. The proposals are described in more detail in the Company’s Proxy Statement, which was filed with the Securities and Exchange Commission on November 2, 2022. 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 Steven A. Brass 11,108,449 26,724 22,203 1,508,726 Cynthia B. Burks 11,095,324 37,441 24,611 1,508,726 Daniel T. Carter 11,079,297 50,703 27,376 1,508,726 Melissa Claassen 11,065,671 38,314 53,391 1,508,726 Eric P. Etchart 10,954,343 176,136 26,897 1,508,726 Lara L. Lee 11,077,981 50,197 29,198 1,508,726 Edward O. Magee, Jr. 11,098,152 26,738 32,486 1,508,726 Trevor I. Mihalik 11,073,699 56,026 27,651 1,508,726 Graciela I. Monteagudo 11,023,699 93,481 40,196 1,508,726 David B. Pendarvis 11,074,124 49,955 33,297 1,508,726 Gregory A. Sandfort 11,042,250 90,682 24,444 1,508,726 Anne G. Saunders 11,045,545 77,690 34,141 1,508,726 ‎ 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 10,664,698 444,174 48,504 1,508,726 3. Ratification of Appointment of Independent Registered Public Accounting Firm : 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, 2023. The voting results were as follows: Votes For Votes Against Abstain 10,689,955 1,951,441 24,706 Item 8.01. Other Events. On December 13, 2022, the Company issued a press release announcing that the Board declared a quarterly dividend of $0.83 per share on the Company’s common stock, reflecting an increase of more than 6% compared to last quarter’s dividend. The dividend is payable January 31, 2023 to stockholders of record at the close of business on January 13, 2023. The Company also announced that it had scheduled its first fiscal quarter 2023 earnings conference call to be held on January 9, 2023 at 2:00 p.m., PST. The Company also issued a separate press release announcing changes to its Board, including the election of a new Chair of the Board, Gregory A. Sandfort, and the election of its newest director, Cynthia B. Burks. The full text of each press release is furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and the press releases are incorporated by reference into this Item 8.01. The information in Item 8.01, including Exhibit 99.1 and Exhibit 99.2, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and is not deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release Announcing Dividend Increase and Scheduling of Earnings Call, dated December 13, 2022 . 99.2 Press Release Announcing Board Changes, dated December 13, 2022 . 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. ‎ 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 15, 2022 /s/ PHENIX Q. KIAMILEV Phenix Q. Kiamilev Vice President, General Counsel and Corporate Secretary