8K_2015 Proxy Voting Results

 

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, 2015

__________

 

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)

 

 

 

 

 

 

 

 

 

1061 Cudahy Place, San Diego, California 92110

(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))

 

 

 

 


 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

On December 8, 2015, WD-40 Company (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) in San Diego, California. At the Annual Meeting, the holders of 13,051,523 shares of common stock, which represents approximately 90% of the outstanding shares entitled to vote as of the record date of October 12, 2015, were represented in person or by proxy. The proposals are described in more detail in the Company’s Proxy Statement dated October 29, 2015. The matters voted upon at the Annual Meeting and the voting results are set forth below.

 

1.

Election of Directors: The Company’s stockholders re-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

Giles H. Bateman

10,767,299 

 

61,120 

 

2,223,104 

Peter D. Bewley

10,767,016 

 

61,403 

 

2,223,104 

Melissa Claassen

10,789,373 

 

39,046 

 

2,223,104 

Richard A. Collato

10,764,862 

 

63,557 

 

2,223,104 

Mario L. Crivello

10,667,110 

 

161,309 

 

2,223,104 

Linda A. Lang

10,767,349 

 

61,070 

 

2,223,104 

Garry O. Ridge

10,767,760 

 

60,659 

 

2,223,104 

Gregory A. Sandfort

10,768,796 

 

59,623 

 

2,223,104 

Neal E. Schmale

10,764,659 

 

63,760 

 

2,223,104 

 

 

 

 

 

 

 

 

 

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

10,690,344 

 

90,558 

 

47,517 

 

2,223,104 

 

 

 

 

 

 

 

 

 

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, 2016. The voting results were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstain

12,979,057 

 

52,509 

 

19,957 

 

 

 

 

 

 

 

 

 


 

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, 2015

 

/s/ JAY W. REMBOLT

 

 

Jay W. Rembolt

 

 

Vice President, Finance

 

 

Treasurer and Chief Financial Officer