WD 40 CO

For the period ended Dec 11, 2026. Filed Oct 30, 2026.

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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 11, 2026 · Filed Oct 30, 2026

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 2026 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The 2026 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: · Friday, December 11, 2026 at 10:00 a.m., Pacific Time
Where: · https://meetnow.global/M4AQP24
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 2027; 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 October 14, 2026 are entitled to vote at the annual meeting.
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/M4AQP24. 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, participate in the annual meeting, and ask questions.

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
	https://meetnow.global/M4AQP24

By Order of the Board of Directors,

Phenix Q. Kiamilev

Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

San Diego, California

October 30, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on December 11, 2026

www.envisionreports.com/WDFC

Whether or not you plan to attend the annual meeting, we urge you to vote and submit your proxy using the methods described in the “Important Notice Regarding the Availability of Proxy Materials” first sent to stockholders on or about October 30, 2026, or by following the instructions at www.envisionreports.com/WDFC.

TABLE OF CONTENTS

	Page
PROXY STATEMENT SUMMARY	1
FAQS AND GENERAL INFORMATION	1
HOUSEHOLDING OF PROXY MATERIALS	4
PROPOSALS:	5
ITEM NO. 1: ELECTION OF DIRECTORS	5
ITEM NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	13
ITEM NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	15
Delinquent Section 16(a) Reports	17
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	17
Board Leadership and Risk Oversight	17
Board Meetings, Committees and Annual Meeting Attendance	19
Equity Holding Requirement for Directors	19
Insider Trading Policy – Prohibited Trading Transactions	19
Communications with the Board	20
DIRECTOR COMPENSATION	20
BOARD COMMITTEES	22
Corporate Governance Committee	22
Board and Committee Self-Evaluation	22
Nomination Policies and Procedures	23
Director Orientation, Continuing Education and Certifications	24
Skills and Experience	25
Current Board Composition	25
Audit Committee	26
Finance Committee	26
Compensation and People Committee	27
Compensation Committee Interlocks and Insider Participation	27
ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES	27
INFORMATION REGARDING OUR EXECUTIVE OFFICERS	28
COMPENSATION DISCUSSION AND ANALYSIS	29
Executive Summary of Executive Compensation Decisions and Results	29
Governance of Executive Officer Compensation Program	32
Executive Compensation Philosophy and Framework	33
Executive Officer Compensation Decisions for Fiscal Year 2026	35
Other Compensation Policies	41
COMPENSATION AND PEOPLE COMMITTEE REPORT	44
EXECUTIVE COMPENSATION	45
Summary Compensation Table	45
Pay versus Performance Table	46
Grants of Plan-Based Awards – Fiscal Year 2026	51
Outstanding Equity Awards at 2026 Fiscal Year End	52
Stock Vested – Fiscal Year 2026	52
Nonqualified Deferred Compensation – Fiscal Year 2026	53
Change of Control Severance Agreements	53
CEO Pay Ratio	55
EQUITY COMPENSATION PLAN INFORMATION	55
AUDIT RELATED MATTERS	56
Fees Paid to Independent Registered Public Accounting Firm	56
Pre-approval Policies and Procedures	56
Related Party Transactions Review and Oversight	56
AUDIT COMMITTEE REPORT	58
STOCKHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR OUR 2026 ANNUAL MEETING	59
FORWARD-LOOKING STATEMENTS	59
INCORPORATION BY REFERENCE	60

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.