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
- 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
- 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):
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- Aggregate number of securities to which transaction applies:
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WD-40 COMPANY
9715 Businesspark Avenue
San Diego, California 92131
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
The 2021 Annual Meeting of Stockholders of WD-40 Company will be held solely via a live audio webcast at the following virtual location and for the following purposes:
When: | Tuesday, December 14, 2021 at 10:00 a.m. Pacific Standard | ||
Time | |||
Where: | https://meetnow.global/MW5G65Q | ||
Items of Business: | 1. | To elect a Board of Directors 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 2022; and | |||
4. | To consider and act upon such other business as may properly | ||
come before the meeting. | |||
Who Can Vote: | Only the stockholders of record at the close of business on | ||
October 18, 2021 are entitled to vote at the meeting. | |||
Attending the Virtual Annual Meeting | In order to prioritize the health and well-being of meeting | ||
participants, this year's annual meeting will be conducted | |||
virtually. You will be able to attend and participate in the | |||
annual meeting online, vote your shares electronically, and | |||
submit your questions prior to and during the meeting by | |||
visiting: | https://meetnow.global/MW5G65Q. There is no | ||
physical location for the annual meeting. |
Please see "How can I participate in the virtual annual meeting?" beginning on page 3 for information about how to attend and participate in the virtual annual meeting.
REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
| |
VIA THE INTERNET | BY MAIL |
Visit the website listed on your proxy card | Sign, date and return your proxy card in the enclosed envelope |
BY TELEPHONE | VIA LIVE VIRTUAL MEETING |
Call the telephone number on your proxy card | Attend the Virtual Annual Meeting at |
https://meetnow.global/MW5G65Q | |
By Order of the Board of Directors | |
Richard T. Clampitt | |
Corporate Secretary | |
San Diego, California | |
November 3, 2021 | |
TABLE OF CONTENTS
Page | ||
1 | ||
GENERAL INFORMATION | 3 | |
PRINCIPAL SECURITY HOLDERS | 5 | |
ITEM NO. 1: NOMINEES FOR ELECTION AS DIRECTORS AND SECURITY OWNERSHIP OF MANAGEMENT | 6 | |
Director Independence | 6 | |
Security Ownership of Directors and Executive Officers | 7 | |
Nominees for Election as Directors | 9 | |
Board Leadership, Risk Oversight and Compensation-Related Risk | 12 | |
Board of Directors Meetings, Committees and Annual Meeting Attendance | 13 | |
Board of Directors Compensation | 13 | |
Director Compensation Table - Fiscal Year 2021 | 14 | |
Equity Holding Requirement for Directors | 14 | |
Stockholder Communications with Board of Directors | 14 | |
Committees | 15 | |
INSIDER TRADING POLICY - PROHIBITED HEDGING TRANSACTIONS | 17 | |
ENVIRONMENTAL SOCIAL GOVERNANCE REPORT | 18 | |
ITEM NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 19 | |
COMPENSATION DISCUSSION AND ANALYSIS | 20 | |
Executive Summary of Compensation Decisions and Results | 20 | |
Governance of Executive Officer Compensation Program | 22 | |
Executive Compensation Philosophy and Framework | 23 | |
Executive Officer Compensation Decisions for Fiscal Year 2021 | 24 | |
Other Compensation Policies | 33 | |
Accounting Considerations | 33 | |
COMPENSATION COMMITTEE REPORT | 34 | |
EXECUTIVE COMPENSATION | 35 | |
Summary Compensation Table | 35 | |
Grants of Plan-Based Awards - Fiscal Year 2021 | 37 | |
Outstanding Equity Awards at 2021 Fiscal Year End | 38 | |
Option Exercises and Stock Vested - Fiscal Year 2021 | 38 | |
Nonqualified Deferred Compensation - Fiscal Year 2021 | 39 | |
Supplemental Death Benefit Plans and Supplemental Insurance Benefits | 39 | |
Change of Control Severance Agreements | 39 | |
CEO Pay Ratio | 41 | |
AUDIT COMMITTEE REPORT | 42 | |
ITEM NO.3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 43 | |
Audit Fees | 43 | |
Audit-Related Fees | 43 | |
Tax Fees | 43 | |
All Other Fees | 43 | |
SHAREHOLDER PROPOSALS | 44 | |
PROXY STATEMENT SUMMARY
We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete
Proxy Statement and 2021 Annual Report before you vote.
| |
2021 ANNUAL MEETING OF STOCKHOLDERS | |
Date and Time: | Record Date: |
December 14, 2021, at 10:00 a.m. Pacific Standard | October 18, 2021 |
Time | |
Virtual Meeting Place: | Meeting Webcast: |
https://meetnow.global/MW5G65Q | Available on the Company's investor relations website at |
http:/investor.wd40company.combeginning at 10:00 a.m. Pacific | |
Standard Time on December 14, 2021 | |
CORPORATE GOVERNANCE | |
Our Corporate Governance Policies Reflect Best Practices |
• Annual election of all directors with majority voting requirement• Executive sessions of independent directors held at each regularly scheduled board meeting
- Governance guidelines for independent director leadership and best governance practices
- Annual performance evaluations for board, committees and individual directors
- All non-employee directors are independent
- Annual consideration of succession planning for the board, the CEO, and senior management
- Company policy prohibits pledging and hedging of WD-40 Company stock by directors
- All equity grants received by directors must be held until board service is ended
VOTING MATTERS AND BOARD RECOMMENDATIONS
Management Proposals:
Election of Directors (Item No. 1)
Advisory Vote to Approve Executive Compensation (Item No. 2)
Ratification of Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2022 (Item No. 3)
Board's Recommendation | Page | |
FOR all Director Nominees | 6 |
FOR | 19 |
FOR | 43 |
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EXECUTIVE COMPENSATION PHILOSOPHY AND FRAMEWORK
Compensation Objectives
The Company's executive compensation program is designed to achieve five primary objectives:
- Attract, motivate, reward and retain high performing executives;
- Align the interests and compensation of executives with the value created for stockholders;
- Create a sense of motivation among executives to achieve both short- and long-term Company objectives;
- Create a direct, meaningful link between business and team performance and individual accomplishment and rewards; and
- Ensure our compensation programs are appropriately competitive in the relevant labor markets.
Our Executive Compensation Programs Incorporate Strong Governance Features | ||
• | No Employment Agreements with Executive Officers | • Executive Officers are Subject to Stock Ownership Guidelines |
• | No Supplemental Executive Retirement Plans for Executive | • Executives are Prohibited from Hedging or Pledging Company |
Officers | Stock | |
• | Long-Term Incentive Awards are Subject to Double-Trigger | • No Backdating or Re-Pricing of Equity Awards |
Vesting upon Change of Control | ||
• | Annual and Long-Term Incentive Programs Provide | • Financial Goals for Performance Awards Never Reset |
a Balanced Mix of Goals for Profitability Growth |
and Total Stockholder Return Performance
Say-on-Pay Voting
Since 2011, the Company's Board of Directors has authorized annual advisory votes for the stockholders to consider and approve the compensation of the Company's Named Executive Officers ("NEOs") as disclosed in the Company's Proxy Statement ("Say- On-Pay" votes).
In 2011, and again at the Company's 2017 Annual Meeting of Stockholders, the Company's stockholders were asked to express their preference as to the frequency of Say-on-Pay votes. In each instance, the Company's stockholders expressed a preference to have Say-on-Pay votes every year.
The Say-on-Pay votes approving NEO compensation for 2011 through 2020 have been approved in each year by more than 95% of the votes cast.
Please see the Compensation Discussion and Analysis section of this Proxy Statement for a detailed description of our executive compensation.
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WD-40 Company published this content on 03 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2021 18:04:09 UTC.