UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )



  • Filed by the Registrant
  • Filed by a Party other than the Registrant Check the appropriate box:
  • Preliminary Proxy Statement
  • Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  • Definitive Proxy Statement
  • Definitive Additional Materials
  • Soliciting Material Pursuant to §240.14a-12

WD-40 COMPANY

(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



Payment of Filing Fee (Check the appropriate box):

  • No fee required.
  • Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
    1. Title of each class of securities to which transaction applies:
    2. Aggregate number of securities to which transaction applies:
    3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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  • Fee paid previously with preliminary materials.



  • Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    1. Amount Previously Paid:
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    4. Date Filed:

WD-40 COMPANY

9715 Businesspark Avenue

San Diego, California 92131



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



To the Stockholders:

The 2021 Annual Meeting of Stockholders of WD-40 Company will be held solely via a live audio webcast at the following virtual location and for the following purposes:

When:

Tuesday, December 14, 2021 at 10:00 a.m. Pacific Standard

Time

Where:

https://meetnow.global/MW5G65Q

Items of Business:

1.

To elect a Board of Directors for the ensuing year and until

their successors are elected and qualified;

2.

To hold an advisory vote to approve executive compensation;

3.

To ratify the appointment of PricewaterhouseCoopers LLP as

the Company's independent registered public accounting firm

for fiscal year 2022; and

4.

To consider and act upon such other business as may properly

come before the meeting.

Who Can Vote:

Only the stockholders of record at the close of business on

October 18, 2021 are entitled to vote at the meeting.

Attending the Virtual Annual Meeting

In order to prioritize the health and well-being of meeting

participants, this year's annual meeting will be conducted

virtually. You will be able to attend and participate in the

annual meeting online, vote your shares electronically, and

submit your questions prior to and during the meeting by

visiting:

https://meetnow.global/MW5G65Q. There is no

physical location for the annual meeting.

Please see "How can I participate in the virtual annual meeting?" beginning on page 3 for information about how to attend and participate in the virtual annual meeting.

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:



VIA THE INTERNET

BY MAIL

Visit the website listed on your proxy card

Sign, date and return your proxy card in the enclosed envelope

BY TELEPHONE

VIA LIVE VIRTUAL MEETING

Call the telephone number on your proxy card

Attend the Virtual Annual Meeting at

https://meetnow.global/MW5G65Q

By Order of the Board of Directors

Richard T. Clampitt

Corporate Secretary

San Diego, California

November 3, 2021

TABLE OF CONTENTS

Page

PROXY STATEMENT SUMMARY

1

GENERAL INFORMATION

3

PRINCIPAL SECURITY HOLDERS

5

ITEM NO. 1: NOMINEES FOR ELECTION AS DIRECTORS AND SECURITY OWNERSHIP OF MANAGEMENT

6

Director Independence

6

Security Ownership of Directors and Executive Officers

7

Nominees for Election as Directors

9

Board Leadership, Risk Oversight and Compensation-Related Risk

12

Board of Directors Meetings, Committees and Annual Meeting Attendance

13

Board of Directors Compensation

13

Director Compensation Table - Fiscal Year 2021

14

Equity Holding Requirement for Directors

14

Stockholder Communications with Board of Directors

14

Committees

15

INSIDER TRADING POLICY - PROHIBITED HEDGING TRANSACTIONS

17

ENVIRONMENTAL SOCIAL GOVERNANCE REPORT

18

ITEM NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

19

COMPENSATION DISCUSSION AND ANALYSIS

20

Executive Summary of Compensation Decisions and Results

20

Governance of Executive Officer Compensation Program

22

Executive Compensation Philosophy and Framework

23

Executive Officer Compensation Decisions for Fiscal Year 2021

24

Other Compensation Policies

33

Accounting Considerations

33

COMPENSATION COMMITTEE REPORT

34

EXECUTIVE COMPENSATION

35

Summary Compensation Table

35

Grants of Plan-Based Awards - Fiscal Year 2021

37

Outstanding Equity Awards at 2021 Fiscal Year End

38

Option Exercises and Stock Vested - Fiscal Year 2021

38

Nonqualified Deferred Compensation - Fiscal Year 2021

39

Supplemental Death Benefit Plans and Supplemental Insurance Benefits

39

Change of Control Severance Agreements

39

CEO Pay Ratio

41

AUDIT COMMITTEE REPORT

42

ITEM NO.3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

43

Audit Fees

43

Audit-Related Fees

43

Tax Fees

43

All Other Fees

43

SHAREHOLDER PROPOSALS

44



PROXY STATEMENT SUMMARY



We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete

Proxy Statement and 2021 Annual Report before you vote.



2021 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:

Record Date:

December 14, 2021, at 10:00 a.m. Pacific Standard

October 18, 2021

Time

Virtual Meeting Place:

Meeting Webcast:

https://meetnow.global/MW5G65Q

Available on the Company's investor relations website at

http:/investor.wd40company.combeginning at 10:00 a.m. Pacific

Standard Time on December 14, 2021

CORPORATE GOVERNANCE

Our Corporate Governance Policies Reflect Best Practices

• Annual election of all directors with majority voting requirement• Executive sessions of independent directors held at each regularly scheduled board meeting

  • Governance guidelines for independent director leadership and best governance practices
  • Annual performance evaluations for board, committees and individual directors
  • All non-employee directors are independent
  • Annual consideration of succession planning for the board, the CEO, and senior management
  • Company policy prohibits pledging and hedging of WD-40 Company stock by directors
  • All equity grants received by directors must be held until board service is ended

VOTING MATTERS AND BOARD RECOMMENDATIONS

Management Proposals:

Election of Directors (Item No. 1)

Advisory Vote to Approve Executive Compensation (Item No. 2)

Ratification of Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2022 (Item No. 3)

Board's Recommendation

Page

FOR all Director Nominees

6

FOR

19

FOR

43

1

EXECUTIVE COMPENSATION PHILOSOPHY AND FRAMEWORK

Compensation Objectives

The Company's executive compensation program is designed to achieve five primary objectives:

  1. Attract, motivate, reward and retain high performing executives;
  2. Align the interests and compensation of executives with the value created for stockholders;
  3. Create a sense of motivation among executives to achieve both short- and long-term Company objectives;
  4. Create a direct, meaningful link between business and team performance and individual accomplishment and rewards; and
  5. Ensure our compensation programs are appropriately competitive in the relevant labor markets.

Our Executive Compensation Programs Incorporate Strong Governance Features

No Employment Agreements with Executive Officers

• Executive Officers are Subject to Stock Ownership Guidelines

No Supplemental Executive Retirement Plans for Executive

• Executives are Prohibited from Hedging or Pledging Company

Officers

Stock

Long-Term Incentive Awards are Subject to Double-Trigger

• No Backdating or Re-Pricing of Equity Awards

Vesting upon Change of Control

Annual and Long-Term Incentive Programs Provide

• Financial Goals for Performance Awards Never Reset

a Balanced Mix of Goals for Profitability Growth

and Total Stockholder Return Performance

Say-on-Pay Voting

Since 2011, the Company's Board of Directors has authorized annual advisory votes for the stockholders to consider and approve the compensation of the Company's Named Executive Officers ("NEOs") as disclosed in the Company's Proxy Statement ("Say- On-Pay" votes).

In 2011, and again at the Company's 2017 Annual Meeting of Stockholders, the Company's stockholders were asked to express their preference as to the frequency of Say-on-Pay votes. In each instance, the Company's stockholders expressed a preference to have Say-on-Pay votes every year.

The Say-on-Pay votes approving NEO compensation for 2011 through 2020 have been approved in each year by more than 95% of the votes cast.

Please see the Compensation Discussion and Analysis section of this Proxy Statement for a detailed description of our executive compensation.

2

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WD-40 Company published this content on 03 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2021 18:04:09 UTC.