8K_2014 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 9, 2014

__________

 

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 9, 2014, 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 13,288,792 shares of common stock, which represents approximately 91% of the outstanding shares entitled to vote as of the record date of October 15, 2014, were represented in person or by proxy. The proposals are described in more detail in the Company’s Proxy Statement dated October 30, 2014. 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

11,059,146 

 

62,721 

 

2,166,925 

Peter D. Bewley

11,079,096 

 

42,771 

 

2,166,925 

Richard A. Collato

11,055,013 

 

66,854 

 

2,166,925 

Mario L. Crivello

11,001,555 

 

120,312 

 

2,166,925 

Linda A. Lang

11,080,609 

 

41,258 

 

2,166,925 

Garry O. Ridge

11,060,831 

 

61,036 

 

2,166,925 

Gregory A. Sandfort

11,089,775 

 

32,092 

 

2,166,925 

Neal E. Schmale

10,996,758 

 

125,109 

 

2,166,925 

 

 

 

 

 

 

 

 

 

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

10,800,175 

 

263,561 

 

58,131 

 

2,166,925 

 

 

 

 

 

 

 

 

 

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, 2015. The voting results were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstain

13,196,943 

 

57,392 

 

34,457 

 

 

 

 

 

 

 

 

 


 

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 15, 2014

 

/s/ JAY W. REMBOLT

 

 

Jay W. Rembolt

 

 

Vice President, Finance

 

 

Treasurer and Chief Financial Officer