WD 40 CO

For the period ended Dec 12, 2024. Filed Nov 8, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 12, 2024 · Filed Nov 8, 2024

WDFC$221.58-2.5%Stored close · as of Nov 6, 2026

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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 Registrantþ

Filed by a Party other than the Registrant

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
o	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 the appropriate box):

þ	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 2024 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The 2024 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: · Thursday, December 12, 2024 at 10:00 a.m., Pacific Time
Where: · http://meetnow.global/MXR5DGV
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 ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025; and
	4.	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 November 1, 2024 are entitled to vote at the annual meeting. This proxy statement (“Proxy Statement”), enclosed form of proxy, and the Company’s 2024 Annual Report (collectively, “proxy materials”) are first sent to stockholders on or about November 12, 2024.
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: http://meetnow.global/MXR5DGV. 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 INTERNETVisit the website listed on your proxy card	BY MAILSign, date and return your proxy card in the enclosed envelope
BY TELEPHONECall the telephone number on your proxy card	VIA LIVE VIRTUAL MEETINGAttend the annual meeting at
	http://meetnow.global/MXR5DGV

By Order of the Board of Directors,

Phenix Q. Kiamilev

Vice President, General Counsel and Corporate Secretary

San Diego, California

November 8, 2024

TABLE OF CONTENTS

	Page
PROXY STATEMENT SUMMARY	1
FAQS AND GENERAL INFORMATION	1
HOUSEHOLDING OF PROXY MATERIALS	3
PROPOSALS:	4
ITEM NO. 1: ELECTION OF DIRECTORS	4
ITEM NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	11
ITEM NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	13
Delinquent Section 16(a) Reports	15
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	15
Board Leadership and Risk Oversight	16
Board Meetings, Committees and Annual Meeting Attendance	17
Equity Holding Requirement for Directors	17
Insider Trading Policy – Prohibited Trading Transactions	17
Communications with the Board	18
DIRECTOR COMPENSATION	18
BOARD COMMITTEES	20
Corporate Governance Committee	20
Board and Committee Self-Evaluation	20
Nomination Policies and Procedures	21
Continuing Education and Certifications	21
Skills and Diversity Matrices	21
Audit Committee	23
Finance Committee	23
Compensation and People Committee	24
Compensation Committee Interlocks and Insider Participation	24
ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES	24
INFORMATION REGARDING OUR EXECUTIVE OFFICERS	26
COMPENSATION DISCUSSION AND ANALYSIS	27
Executive Summary of Executive Compensation Decisions and Results	27
Governance of Executive Officer Compensation Program	30
Executive Compensation Philosophy and Framework	30
Executive Officer Compensation Decisions for Fiscal Year 2024	32
Other Compensation Policies	39
COMPENSATION AND PEOPLE COMMITTEE REPORT	41
EXECUTIVE COMPENSATION	42
Summary Compensation Table	42
Pay versus Performance Table	43
Grants of Plan-Based Awards – Fiscal Year 2024	47
Outstanding Equity Awards at 2024 Fiscal Year End	48
Stock Vested – Fiscal Year 2024	48
Nonqualified Deferred Compensation – Fiscal Year 2024	50
Change of Control Severance Agreements	50
CEO Pay Ratio	51
EQUITY COMPENSATION PLAN INFORMATION	52
AUDIT RELATED MATTERS	52
Fees Paid to Independent Registered Public Accounting Firm	52
Pre-approval Policies and Procedures	52
Related Party Transactions Review and Oversight	53
AUDIT COMMITTEE REPORT	54
STOCKHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR OUR 2025 ANNUAL MEETING	55
FORWARD-LOOKING STATEMENTS	55
INCORPORATION BY REFERENCE	56

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