DEFINITIVE ADDITIONAL MATERIALS

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

(Amendment No.             )

 

Filed by the Registrant    x

 

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    
x    Definitive Additional Materials    
¨    Soliciting Material Pursuant to §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):

 

x    No fee required.

 

¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

 

  1.   Title of each class of securities to which transaction applies:

 

  2.   Aggregate number of securities to which transaction applies:

 

  3.   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  4.   Proposed maximum aggregate value of transaction:

 

  5.   Total fee paid:

 

  ¨    Fee   paid previously with preliminary materials.

 

  ¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1.   Amount Previously Paid:

 

  2.   Form, Schedule or Registration Statement No.:

 

  3.   Filing Party:

 

  4.   Date Filed:

 

LOGO

 

  IMPORTANT ANNUAL MEETING INFORMATION   

 

 

 

 

   LOGO   Vote by Internet
    

 

• Go to www.envisionreports.com/WDFC

    

 

• Or scan the QR code with your smartphone

    

 

• Follow the steps outlined on the secure website

 

 

Shareholder Meeting Notice

Important Notice Regarding the Availability of Proxy Materials for the

WD-40 Company Shareholder Meeting to be Held on December 11, 2012

Under new Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to shareholders are available at:

 

  www.envisionreports.com/WDFC  

 

LOGO    Easy Online Access — A Convenient Way to View Proxy Materials and Vote
   When you go online to view materials, you can also vote your shares.
   Step 1: Go to www.envisionreports.com/WDFC to view the materials.
   Step 2: Click on Cast Your Vote or Request Materials.
   Step 3: Follow the instructions on the screen to log in.
   Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

 

 

LOGO

  

 

Obtaining a Copy of the Proxy Materials – If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before December 3, 2012 to facilitate timely delivery.

  
  

 

Shareholder Meeting Notice & Admission Ticket

WD-40 Company’s Annual Meeting of Shareholders will be held on December 11, 2012 at University of San Diego, Joan B. Kroc Institute for Peace & Justice, 5998 Alcalá Park, San Diego, CA 92110, at 2:00 p.m. Local Time.

Proposals — Management recommends a vote FOR the listed nominees and FOR Proposals 2, 3, 4 and 5.

The Board of Directors recommends that you vote FOR the following proposals:

  1. To elect a Board of Directors for the ensuing year and until their successors are elected and qualified;

G.H. Bateman, P.D. Bewley, R.A. Collato, M.L. Crivello, L.A. Lang, G.O. Ridge, G. A. Sandfort and N.E. Schmale.

  2. Advisory Vote to Approve Executive Compensation.
  3. To Approve the material terms of the performance goals under the WD-40 Company 2007 Stock Incentive Plan.
  4. To Approve the WD-40 Company Performance Incentive Compensation Plan.
  5. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2013.
  6. To consider and act upon such other business as may properly come before the meeting.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.

 

LOGO    

University of San Diego

JOAN B. KROC INSTITUTE FOR PEACE & JUSTICE

5998 Alcalá Park, San Diego, CA 92110

Operations/Events Office: 619-260-7808

   

 

DRIVING DIRECTIONS

 

    CAMPUS MAP: http://www.sandiego.edu/maps/
   

 

From the North (Los Angeles, La Jolla)

   

•    Use I-5 (South), exit at Sea World Drive and Tecolote Road

   

•    Turn Left on Tecolote Road.

   

•    Right on Morena Blvd.

   

•    Left on Napa Street to Linda Vista Road.

   

•    Make a left at the 1st stoplight on Linda Vista Road onto Marian Way, USD’s West Entrance.

   

•    Stop at the entry kiosk to obtain a parking permit. If not staffed it is all right to park.

   

•    Take 1st Left after security booth and enter the “West Lot”

   

•    Look for “Shuttle pick-up” signs.

   

 

From the South (Downtown, Convention Center)

   

•    Use I-5 (North) to I-8 (East) and exit at the first exit, Morena Blvd.

   

•    Follow Morena Blvd, and bear right onto Linda Vista Road.

   

•    Make a left at the 1st stoplight on Linda Vista Road onto Marian Way, USD’s West Entrance.

   

•    Stop at the entry kiosk to obtain a parking permit. If not staffed it is all right to park.

   

•    Take 1st Left after security booth and enter the “West Lot”

   

•    Look for “Shuttle pick-up” signs.

   

 

From the East

   

•    Use I-8 (West), exit at Morena Blvd.

   

•    Bear right onto Linda Vista Road.

   

•    Make a left at the 2nd stoplight on Linda Vista Road onto Marian Way, USD’s West Entrance.

   

•    Stop at the entry kiosk to obtain a parking permit. If not staffed it is all right to park.

   

•    Take 1st Left after security booth and enter the “West Lot”

   

•    Look for “Shuttle pick-up” signs.

 

 

LOGO

  

 

Here’s how to order a copy of the proxy materials and select a future delivery preference:

 

Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.

 

Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials.

 

PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.

   g    Internet – Go to www.envisionreports.com/WDFC. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
   g   

Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.

   g   

Email – Send email to investorvote@computershare.com with “Proxy Materials WD-40 Company” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.

 

To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by December 3, 2012.