WD 40 : Proxy Statement (definitive)

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

Filed by the Registrant þ

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

o

Soliciting Material under §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 all boxes that apply):

• No fee required
  Fee paid previously with preliminary materials
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

9715 Businesspark Avenue

San Diego, California 92131

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The 2023 Annual Meeting of Stockholders ("annual meeting") of WD-40 Company ("Company") will be held solely via a live audio webcast at the following virtual location and for the following purposes:

When:		Tuesday, December 12, 2023 at 10:00 a.m., Pacific Time
Where:		https://meetnow.global/MNZ962Q
Items of Business:	1.	To elect a Board of Directors ("Board") for the ensuing year and until their successors are elected and
		qualified;
	2.	To hold an advisory vote to approve executive compensation;
	3.	To hold an advisory vote on the frequency of future advisory votes on executive compensation;
	4.	To approve the Company's Amended and Restated 2016 Stock Incentive Plan to increase the shares
		reserved for issuance thereunder;
	5.	To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered
		public accounting firm for fiscal year 2024; and
	6.	To consider and act upon such other business as may properly come before the annual meeting.
Who Can Vote:		Only the stockholders of record at the close of business on October 16, 2023 are entitled to vote at the
		annual meeting. This proxy statement ("Proxy Statement"), enclosed form of proxy, and the Company's
		2023 Annual Report (collectively, "proxy materials") are first sent to stockholders on or about
		November 2, 2023.
Attending the Virtual Annual Meeting		To expand access to our stockholders, our annual meeting will be conducted virtually. You may attend
		and participate in the annual meeting online, vote your shares electronically, and submit your questions

prior to and during the annual meeting by visiting: https://meetnow.global/MNZ962Q. There is no physical location for the annual meeting.

Please see "How can I participate in the virtual annual meeting?" beginning on page 1 for information about how to attend and participate in the 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 annual meeting at
	https://meetnow.global/MNZ962Q
	By Order of the Board of Directors,
	Phenix Q. Kiamilev
	Vice President, General Counsel and Corporate Secretary
	San Diego, California
	November 2, 2023

TABLE OF CONTENTS
	Page
PROXY STATEMENT SUMMARY
1
FAQS AND GENERAL INFORMATION	1
HOUSEHOLDING OF PROXY MATERIALS	3
PROPOSALS:	5
ITEM NO. 1: ELECTION OF DIRECTORS	5
ITEM NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	10
ITEM NO. 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION	11
ITEM NO. 4: APPROVAL OF THE COMPANY'S AMENDED AND RESTATED 2016 STOCK INCENTIVE PLAN	12
ITEM NO. 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23
Delinquent Section 16(a) Reports	25
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	25
Board Leadership and Risk Oversight	25
Board Meetings, Committees and Annual Meeting Attendance	27
Equity Holding Requirement for Directors	27
Insider Trading Policy - Prohibited Trading Transactions	27
Communications with the the Board	27
DIRECTOR COMPENSATION	28
BOARD COMMITTEES	30
Corporate Governance Committee	30
Nomination Policies and Procedures	30
Continuing Education and Certifications	31
Skills and Diversity Matrices	31
Audit Committee	32
Finance Committee	33
Compensation Committee	33
Compensation Committee Interlocks and Insider Participation	34
ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT	34
INFORMATION REGARDING OUR EXECUTIVE OFFICERS	35
COMPENSATION DISCUSSION AND ANALYSIS	36
Executive Summary of Executive Compensation Decisions and Results	36
Governance of Executive Officer Compensation Program	39
Executive Compensation Philosophy and Framework	39
Executive Officer Compensation Decisions for Fiscal Year 2023	41
Other Compensation Policies	48
COMPENSATION COMMITTEE REPORT	49
EXECUTIVE COMPENSATION	50
Summary Compensation Table	50
Pay versus Performance Table	52
Grants of Plan-Based Awards - Fiscal Year 2023	56
Outstanding Equity Awards at 2023 Fiscal Year End	57
Stock Vested - Fiscal Year 2023	58
Nonqualified Deferred Compensation - Fiscal Year 2023	58
Change of Control Severance Agreements	59
CEO Pay Ratio	60
EQUITY COMPENSATION PLAN INFORMATION	61
AUDIT RELATED MATTERS	61
Fees Paid to Independent Registered Public Accounting Firm	61
Pre-approval Policies and Procedures	61
Related Party Transactions Review and Oversight	62
AUDIT COMMITTEE REPORT	63
STOCKHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR OUR 2024 ANNUAL MEETING	64
FORWARD-LOOKING STATEMENTS	64
INCORPORATION BY REFERENCE	64
APPENDIX A	i

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 2023 Annual Report before you vote.

2023 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:	Record Date:
December 12, 2023, at 10:00 a.m., Pacific Time	October 16, 2023
Virtual Meeting Place:	Meeting Webcast:
https://meetnow.global/MNZ962Q	Available	on	the	Company's	investor	relations	website	at
	http://investor.wd40company.combeginning at 10:00 a.m., Pacific Time, on
	December 12, 2023

VOTING MATTERS AND BOARD RECOMMENDATIONS

Management Proposals:		Board Recommendations		Page
Election of Directors (Item No. 1)		FOR all Director Nominees	5
Advisory Vote to Approve Executive Compensation ("Say on Pay") (Item No. 2)		FOR	10
Advisory Vote on the Frequency of Future Advisory Votes on Executive		FOR	11
Compensation (Item No. 3)		1 YEAR
Approval of the Company's Amended and Restated 2016 Stock Incentive Plan to		FOR	12
Increase the Shares Reserved for Issuance thereunder (Item No. 4)
Ratification of Appointment of PricewaterhouseCoopers LLP as the Company's		FOR	22
Independent Registered Public Accounting Firm for Fiscal Year 2024 (Item
No. 5)

FAQS AND GENERAL INFORMATION

Q: Why am I receiving these proxy materials?

1. This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of the Company for use at its annual meeting to be held on Tuesday, December 12, 2023, and at any postponements or adjournments thereof.

At the annual meeting, the Company's stockholders will consider and vote upon (i) the election of directors to the Board for the ensuing year; (ii) an advisory vote to approve compensation for our named executive officers ("NEOs"); (iii) an advisory vote on the frequency of future advisory votes on executive compensation of our NEOs; (iv) the approval of the Company's Amended and Restated 2016 Stock Incentive Plan; and (v) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024. Detailed information concerning these matters is set forth below. Management knows of no other business to come before the annual meeting.

Q: When and where will the annual meeting be held?

1. To provide expanded access to our stockholders, our annual meeting will be a virtual meeting of stockholders conducted solely via a live audio webcast, accessible athttps://meetnow.global/MNZ962Q. Although no physical in-person meeting will be held, we designed the format of our annual meeting to ensure that our stockholders of record who attend the annual meeting will be afforded similar rights and opportunities to participate as they would at an in-person meeting.
   The annual meeting will begin promptly at 10:00 a.m., Pacific Time, on Tuesday, December 12, 2023. Online access to the audio webcast will open 15 minutes prior to the start of the annual meeting. Stockholders are encouraged to

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access the annual meeting prior to the start time and allow ample time to log into the audio webcast and test their computer systems.

1. How can I participate in the virtual annual meeting?

1. The annual meeting will be conducted solely by live audio webcast and utilize the latest technology to expand access, improve communication, and save costs for stockholders and the Company. Anyone may enter the annual meeting as a guest in listen-only mode by selecting "I am a Guest," but only stockholders as of the record date and holders of valid proxies are entitled to vote or ask questions at the annual meeting. To participate in the annual meeting, you will need to review the information included on the notice, proxy card or the instructions that accompanied your proxy materials.
2. 1. 
      Stockholders of Record
      If you are a registered stockholder (that is, if you hold your shares through our transfer agent, Computershare), you do not need to register to attend the annual meeting. You can participate in the annual meeting by accessing https://meetnow.global/MNZ962Q. You will be able to attend the annual meeting online, ask a question and vote by following the instructions on the notice, proxy card, or the instructions that accompanied your proxy materials. If you cannot locate your notice or proxy card but would still like to attend the annual meeting, you can join as a guest. Guest attendees will not be allowed to vote or submit questions at the annual meeting. Stockholders are encouraged to vote and submit proxies in advance of the annual meeting by internet, telephone or mail as early as possible.
      Beneficial Owners
      If you hold your shares through an intermediary, such as a bank or broker, you have several options to participate in the annual meeting.
      If you would like to attend the annual meeting and do not want to ask questions or vote you can simply join the annual meeting as a guest. You can participate in the annual meeting by accessing https://meetnow.global/MNZ962Q. Guest attendees will not be allowed to vote or submit questions at the annual meeting. Stockholders are encouraged to vote and submit proxies in advance of the annual meeting by internet, telephone or mail as early as possible.
      If you are a beneficial owner and want to attend the annual meeting, ask a question and/or vote, you have two options:
   2. Most beneficial holders do not need to register in advance and will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option may not be available for every type of beneficial owner voting control number. The absence of this option shall not impact the validity of the annual meeting. Most beneficial holders can participate in the annual meeting by accessinghttps://meetnow.global/MNZ962Q, which enables them to attend the annual meeting online, ask a question and vote by following the instructions on the notice, proxy card, or the instructions that accompanied their proxy materials.
   3. Beneficial owners may choose to register in advance of the annual meeting if they prefer to use this traditional, paper-based option. To register to participate in the annual meeting, submit proof of your proxy power (legal proxy) reflecting your WD-40 Company (WDFC) holdings, along with your name and email address to Computershare. Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Time, on December 8, 2023, using one of the following methods:
   4. • Email: Forward the email from your broker, or attach an image of your legal proxy, to [e-mail].
      • Mail: Send a copy of the email or correspondence from your broker, or include your legal proxy, to WD-40 Company Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

Upon receipt of your valid legal proxy, Computershare will provide you with a control number by email. Once provided, you can attend and participate in the annual meeting by accessing https://meetnow.global/MNZ962Q. Enter the control number provided by Computershare.

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Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy using the methods described the Notice of Internet Availability of Proxy Materials sent to you, or by following the instructions at www.envisionreports.com/WDFC.

Our annual meeting procedures are intended to authenticate stockholders' identities, allow stockholders to give their voting instructions, confirm that stockholders' instructions have been recorded properly, and comport with applicable legal requirements.

Q: What constitutes a quorum in order to hold and transact business at the annual meeting?

1. The close of business on October 16, 2023 is the record date for stockholders entitled to notice of and to vote at the annual meeting. On the record date, the Company had 13,556,684 shares of common stock, $0.001 par value, outstanding. Stockholders of record entitled to vote at the annual meeting will have one vote for each share so held on the matters to be voted upon. If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a "broker non-vote." A majority of the outstanding shares will constitute a quorum at the meeting. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum. Broker non-votes are shares that are held of record by a bank or broker as to which the bank or broker has not received instructions from the beneficial owner as to how the shares are to be voted.

1. If I hold my shares through a broker, how do I vote?

1. If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. It is important that you cast your vote if you want it to count in (i) the election of directors to the Board for the ensuing year, (ii) the advisory vote to approve compensation for our NEOs, (iii) an advisory vote on the frequency of future advisory votes on executive compensation of our NEOs; (iv) the approval of the Company's Amended and Restated 2016 Stock Incentive Plan; and (v) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024. Your broker will only be permitted to exercise its discretionary authority to vote on your behalf as to the ratification of the appointment of PricewaterhouseCoopers LLP. You may have received a notice from the Company entitled "Notice of Internet Availability of Proxy Materials" with voting instructions or you may have received these proxy materials with separate voting instructions. Follow the instructions to vote or to request further voting instructions as set forth on the proxy materials you have received.

1. How will my vote be cast if I provide instructions or return my proxy and can I revoke my proxy?

1. If the enclosed form of proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the instructions specified thereon. If no specified instruction is given with respect to a particular matter on your proxy, your shares will be voted by the proxy holder as set forth on your proxy. A proxy may be revoked by attendance at the annual meeting or by filing a proxy bearing a later date with the Corporate Secretary of the Company.

1. How are the proxies solicited and what is the cost?

1. The cost of soliciting proxies will be borne by the Company. Solicitations other than by mail may be made by telephone or in person by employees of the Company for which the expense will be nominal. We may also reimburse persons representing beneficial owners for their reasonable expenses incurred in forwarding such materials.

HOUSEHOLDING OF PROXY MATERIALS

The U.S. Securities and Exchange Commission ("SEC") rules permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single Proxy Statement addressed to those stockholders. This process, which is commonly referred to as "householding," potentially means extra convenience for stockholders and cost savings for companies. Several banks and brokers with account holders that are our stockholders will be householding our proxy materials. A single Proxy Statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. If you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until

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you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Proxy Statement and Annual Report, please notify your bank or broker, direct your written request to [e-mail], Investor Relations, 9715 Businesspark Ave., San Diego, CA 92131 or contact Investor Relations by telephone at [phone]. Stockholders who currently receive multiple copies of the Proxy Statement at their address and would like to request householding of their communications should contact their bank or broker.

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PROPOSALS

ITEM NO. 1

ELECTION OF DIRECTORS

At the annual meeting, the 11 nominees named below under the heading, Director Nominees, will be presented for election as directors to serve until the next annual meeting of stockholders when their successors may be elected or appointed. In the event any nominee is unable or declines to serve as a director at the time of the annual meeting, any proxy granted to vote for such nominee will be voted for a nominee designated by the present Board to fill such vacancy.

A nominee for election to the Board will be elected as a director if the votes cast for such nominee's election exceed the votes cast against such nominee's election. Holders of common stock are not entitled to cumulate their votes in the election of directors. Withheld votes and broker non-votes are not counted as votes in favor of any nominee.

If an incumbent director nominee fails to receive more votes for election as a director than votes against election, the incumbent director will continue to serve as a director until a successor is elected or appointed. However, pursuant to Corporate Governance Guidelines adopted by the Board, such director nominee will be expected to tender his or her resignation to the Corporate Governance Committee of the Board. The Corporate Governance Committee will promptly consider such resignation and present a recommendation to the Board to accept or reject such resignation for formal action to be taken within 90 days following the annual meeting.

Article III, Section 3.2 of the Bylaws of the Company (amended and restated on June 19, 2023) provides that, unless otherwise specified in the Certificate of Incorporation, the authorized number of directors of the Company shall not be less than seven nor more than 12 until changed by amendment duly adopted by the stockholders. Within the specified limits, the exact number of directors is to be fixed from time to time by a resolution duly adopted by the Board or by the stockholders. By resolution of the Board adopted on April 28, 2023, the number of directors was fixed at 11, effective June 12, 2023.

DIRECTOR NOMINEES
	Independent1			Corporate
Director Nominees	Audit	Compensation	Governance	Finance
Steven A. Brass
Cynthia B. Burks	ü	ü	ü
Daniel T. Carter	ü	Chair2		ü	ü
Eric P. Etchart	ü			Chair	ü
Lara L. Lee	ü	ü	ü
Edward O. Magee, Jr.	ü	ü			ü
Trevor I. Mihalik	ü	ü2		ü	Chair
Graciela I. Monteagudo	ü	ü			ü
David B. Pendarvis	ü	ü	ü
Gregory A. Sandfort	ü		ü	ü	ü
Anne G. Saunders	ü		Chair	ü

• The Board has determined that each director nominee (except for Mr. Brass):
• 1. has no material relationship with the Company (either directly or indirectly through an immediate family member or as a partner, stockholder or officer of an organization that has a relationship with the Company), and
  2. is an independent director as defined in the Marketplace Rules of The Nasdaq Stock Market LLC (the "Nasdaq Rules").

• The Board determined that Mr. Carter and Mr. Mihalik are each an "audit committee financial expert" as defined by regulations adopted by the SEC.

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