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):



☑    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:

---

 

WD-40 COMPANY

9715 Businesspark Avenue

San Diego, California 921 31



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



To the Stockholders:



The 201 7 Annual Meeting of Stockholders of WD-40 Company will be held at the following location and for the following purposes:





When:		Tuesday, December 12, 2017 , at 2:00 p.m.

Where:		WD-40 Company 9715 Businesspark Avenue San Diego, California 92131

Item s 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 hold an advisory vote on the frequency of future advisory votes on executive compensation;
	4.	To approve the WD-40 Company 2017 Performance Incentive Compensation Plan ;
	5 .	To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 201 8 ; and
	6 .	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 16 , 2017 are entitled to vote at the meeting.





REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:






VIA THE INTERNET Visit the website listed on your proxy card		BY MAIL Sign, date and return your proxy card in the enclosed envelope
BY TELEPHONE Call the telephone number on your proxy card		IN PERSON Attend the Annual Meeting in San Diego



		By Order of the Board of Directors Richard T. Clampitt Corporate Secretary San Diego, California November 2 , 201 7





---

 

TAB LE OF CONTENTS


	Page
 PROXY STATEMENT SUMMARY
 GENERAL INFORMATION	1
 PRINCIPAL SECURITY HOLDERS	2
 ITEM NO. 1: NOMINEES FOR ELECTION AS DIRECTORS	3
AND SECURITY OWNERSHIP OF MANAGEMENT
Director Independence	3
Security Ownership of Directors and Executive Officers	4
Nominees for Election as Directors	6
Board Leadership, Risk Oversight and Compensation-Related Risk	9
Board of Directors Meetings, Committees and Annual Meeting Attendance	10
Board of Directors Compensation	10
Director Compensation Table – Fiscal Year 2017	11
Equity Holding Requirement for Directors	11
Stockholder Communications with Board of Directors	11
Committees	12
 ITEM NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	14
 ITEM NO. 3: ADVISORY VOTE ON THE FREQUENCY OF	15
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS	16
Executive Summary of Compensation Decisions and Results	16
Governance of Executive Officer Compensation Program	18
Executive Compensation Philosophy and Framework	18
Executive Officer Compensation Decisions for Fiscal Year 2017	20
Other Compensation Policies	28
Accounting Considerations	29
 COMPENSATION COMMITTEE REPORT	30
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	30
 EXECUTIVE COMPENSATION	30
Summary Compensation Table	31
Grants of Plan-Based Awards - Fiscal Year 201 7	33
Outstanding Equity Awards at 2017 Fiscal Year End	34
Option Exercises and Stock Vested - Fiscal Year 201 7	35
Nonqualified Deferred Compensation – Fiscal Year 201 7	35
Supplemental Death Benefit Plans and Supplemental Insurance Benefits	36
Change of Control Severance Agreements	36
 ITEM NO. 4: APPROVAL OF THE WD-40 COMPANY 2017	38
PERFORMANCE  INCENTIVE COMPENSATION PLAN
 AUDIT COMMITTEE REPORT	40
 ITEM NO.5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED	42
PUBLIC ACCOUNTING FIRM
Audit Fees	42
Audit-Related Fees	42
Tax Fees	42
All Other Fees	43
 STOCKHOLDER PROPOSALS	43
 Appendix A: WD-40 COMPANY 2017 PERFORMANCE INCENTIVE COMPENSATION PLAN	i

---

 



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 201 7 Annual Report before you vote.





201 7 ANNUAL MEETING OF STOCKHOLDERS




Date and Time:   December 1 2, 2017 , at 2:00 p.m.		Record Date:   October 16, 2017
Place: WD-40 Company 9715 Businesspark Avenue   San Diego, California 921 31		Meeting Webcast: Available on the Company’s investor relations website at http: /investor.wd40company.com/investors/default.aspx beginning at 2:00 p.m. Pacific Time on December  12 , 201 7









CORPORATE GOVERNANCE  

Our Corporate Governance Policies Reflect Best Practices

 


•		Annual election of all directors	•	Executive sessions of independent directors held at each regularly scheduled board meeting

•		Independent chair	•	Company policy prohibits pledging and hedging of WD-40 Company stock by directors

•		All non-employee directors are independent	•	All equity grants received by directors since 2007 must be held until board service is ended

•		Independent chair approves board meeting agendas





VOTING MATTERS AND BOARD RECOMMENDATIONS

 


Management Proposals:		Board’s Recommendation		Page
Election of Directors (Item No. 1)		FOR all Director Nominees		3

Advisory Vote To Approve Executive Compensation (Item No. 2)		FOR		14
Advisory V ote on the F requency of F uture A dvisory V otes on E xecutive C ompensation (Item No. 3)		1 YEAR		15
Approval of the WD-40 Company 2017 Performance Incentive Compensation Plan   (Item No. 4)		FOR		38
Ratification of A ppointment of PricewaterhouseCoopers LLP as the Company’s I ndependent R egistered P ublic A ccounting F irm for F iscal Y ear 201 8 (Item No.  5 )		FOR		42



---

 

  EXECUTIVE COMPENSATION PHILOSOPHY AND FRAMEWORK

Compensation Objectives

The Company’s executive compensation program is designed to achieve five primary objectives:

1. Attract, motivate, reward and retain high performing executives;

2. Align the interests and compensation of executives with the value created for stockholders;

3. Create a sense of motivation among executives to achieve both short- and long-term Company objectives;

4. Create a direct, meaningful link between business and team performance and individual accomplishment and rewards; and

5. 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 Officers	•		Executives are Prohibited from Hedging or Pledging Company Stock

•	Long-Term Incentive Awards are Subject to Double-Trigger Vesting upon Change of Control	•		No Backdating or Re - pricing of Equity Awards

•	Annual and Long-Term Incentive Programs Provide a Balanced Mix of Goals for Profitability and Total Stockholder Return Performance	•		Financial Goals for Performance Awards Never Reset



Say-on-Pay Voting

At the Company’s 2011 Annual Meeting of Stockholders, the first advisory Say-on-Pay vote was held and the Company’s stockholders were also asked to express their preference as to the frequency of future Say-on-Pay votes. With regard to the advisory vote as to the frequency of future Say-on-Pay votes, the Company’s stockholders expressed a preference to have Say-on-Pay votes every year. The Say-on-Pay votes approving the Named Executive Officer s (“ NEO s ”) compensation for 201 1   through 201 6   have been approved in each year by more than 95 % of the votes cast.  

At the 2017 Annual Meeting of Stockholders, the Company’s stockholders are being asked again to express their preference as to the frequency of future advisory Say-on-Pay votes.  The Company’s Board of Directors recommends that Say-on-Pay votes be continued every year.

Please see the Compensation Discussion and Analysis section of this P roxy S tatement for a detailed description of our executive compensation.

 

---

 

GENERAL INFORMATION





---

 

PRINCIPAL SECURITY HOLDERS



The following table sets forth information concerning those persons known to the Company to be the beneficial owners of more than 5% of the common stock of the Company:



Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership October 16, 2017		Percent of Class

BlackRock, Inc.		1,682,586	1	12.05%
55 East 52 nd Street
New York, NY 10055

Parnassus Investments		1,310,233	2	9.38%
1 Market Street, Suite 1600
San Francisco, CA 94105

Vanguard Group, Inc.		1,238,670	3	8.87%
P.O. Box 2600
Valley Forge, PA 19482











---

 

ITEM NO. 1

NOMINEES FOR ELECTION AS DIRECTORS

AND SECURITY OWNERSHIP OF MANAGEMENT



At the Company’s Annual Meeting of Stockholders, the ten   nominees named below under the heading, Nominees for Election as Directors , will be presented for election as directors until the next Annual Meeting of Stockholders and until their successors are elected or appointed. In the event any nominee is unable or declines to serve as a director at the time of the Annual Meeting, any proxy granted to vote for such nominee will be voted for a nominee designated by the present Board of Directors to fill such vacancy.



The nominees for election to the Board of Directors who receive a plurality of the votes cast for the election of directors by the shares present, in person or by proxy, shall be elected as directors. Holders of common stock are not entitled to cumulate their votes in the election of directors. Withheld votes and broker non-votes are not counted as votes in favor of any nominee. Since the ten nominees receiving the most votes will be elected as directors, withheld votes and broker non-votes will have no effect upon the outcome of the election.



Article III, Section  3. 2 of the Bylaws of the Company, most recently amended and restated on July 11 ,   2017 , provides that the authorized number of directors of the Company shall not be less than seven nor more than twelve until changed by amendment of the Certificate of Incorporation or by a bylaw duly adopted by the stockholders. The exact number of directors is to be fixed from time to time by a resolution duly adopted by the Board of Directors or by the stockholders.



By resolution of the Board of Directors adopted on October 10, 2016, the number of directors was fixed at ten , effective as of   December 13, 2016, the date of the 2016 Annual Meeting of Stockholders. Mario L. Crivello is retiring from the Board of Directors as of the date of the 2017 Annual Meeting of Stockholders. On June 19, 2017, David B. Pendarvis was nominated by the Board of Directors for election as a director at the 2017 Annual Meeting of Stockholders .



DIRECTOR INDEPENDENCE  



The Board of Directors has determined that each director and nominee other than Garry O. Ridge is an independent director as defined in Rule 5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”). In considering the independence of directors, the Board of Directors considered Gregory A. Sandfort’s indirect interest, as an executive officer of Tractor Supply Company, in purchases of the Company’s products made by Tractor Supply Company in the ordinary course of business. The Company has concluded that Mr. Sandfort’s indirect interest in such transactions is not material and does not require specific disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”).



Information concerning the independence of directors serving on committees of the Board of Directors is provided below as to each committee.

3

 

---

 

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

 

The following tables set forth certain information, including beneficial ownership of the Company’s common stock, for the current directors and director nominees , for the executive officers named in the Summary Compensation Table below, and for all directors , director nominees, and executive officers as a group:



								Amount and Nature of Beneficial Ownership October 16, 2017 1
Director/Nominee		Age		Principal Occupation		Director Since		Number		Percent of Class
Peter D. Bewley		71		Investor, Retired General Counsel, The Clorox Company		2005		24,762	2	*
Daniel T. Carter		61		Investor, Retired Executive Vice President & CFO, BevMo! Inc.		2016		1,678	3	*
Melissa Claassen		45		Vice President Business Unit Finance, adidas		2015		2,541	4	*
Mario L. Crivello (retiring director)		77		Investor		1994		231,383	5	1.66%
Eric P. Etchart		61		Investor, Retired Senior Vice President, The Manitowoc Company		2016		1,832	6	*
Linda A. Lang		59		Board Chair, WD-40 Company; Investor, Retired Chairman & CEO, Jack in the Box, Inc.		2004		18,340	7	*
David B. Pendarvis (nominee director)		58		Chief Administrative Officer, Global General Counsel, Chief Compliance Officer and Secretary, ResMed Inc.		N/A
Daniel E. Pittard		67		Investor, Retired President and CEO, Rubio's Restaurants, Inc.		2016		1,876	8	*
Garry O. Ridge		61		President and CEO, WD-40 Company		1997		83,958	9	*
Gregory A. Sandfort		62		CEO, Tractor Supply Company		2011		14,536	10	*
Neal E. Schmale		71		Investor, Retired President and COO, Sempra Energy		2001		26,248	11	*


* Less than one (1) percent.

1

All shares owned directly unless otherwise indicated.

2

Mr. Bewley has the right to receive 15,481 shares upon settlement of vested restricted stock units upon termination of his service as a director of the Company.

3

Mr.  Carter has the right to receive 1,678   shares upon settlement of vested restricted stock units upon termination of his service as a director of the Company.

4

Ms. Claassen has the right to receive 2,541 shares upon settlement of vested restricted stock units upon termination of her service as a director of the Company.

5

Mr. Crivello has sole voting and investment power over 3   shares held in trust for the benefit of others. He also has sole voting and investment power over 222,879 shares held directly.  Mr. Crivello has the right to receive 8,501 shares upon settlement of vested restricted stock units upon termination of his service as a director of the Company.

6

M r .  Etchart has the right to receive 832 shares upon settlement of vested restricted stock units upon termination of h is service as a director of the Company.

7

Ms. Lang has the right to receive 14,698 shares upon settlement of vested restricted stock units upon termination of her service as a director of the Company.

8

Mr.  Pittard has the right to receive 981 shares upon settlement of vested restricted stock units upon termination of his service as a director of the Company.

9

Mr. Ridge has the right to receive 5,884 shares upon settlement of vested restricted stock units upon termination of employment, the right to receive 967 shares upon settlement of vested deferred performance units upon termination of employment, the right to receive 4,475 shares upon settlement of restricted stock units upon vesting within 60 days , and the right to receive 9 , 530   shares within 60 days upon settlement of vested market share units. Mr. Ridge also has voting and investment power over 1,251 shares held under the Company’s 401(k) plan.

10

Mr. Sandfort has the right to receive 9,268   shares upon settlement of vested restricted stock units upon termination of his service as a director of the Company.

11

Mr. Schmale has the right to receive 1 5,481 shares upon settlement of vested restricted stock units upon termination of his service as a director of the Company.

4

 

---

 





SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS (cont’d)



								Amount and Nature of Beneficial Ownership October 16, 2017 1
Executive Officer		Age		Principal Occupation				Number		Percent of Class
Jay W. Rembolt		66		Vice President, Finance, Treasurer and Chief Financial Officer, WD-40 Company				37,330	2	*
Michael L. Freeman		64		Chief Strategy Officer, WD-40 Company				27,733	3	*
William B. Noble		59		Managing Director, EMEA, WD-40 Company Limited				11,540	4	*
Stanley A. Sewitch		64		Vice President, Global Organization Development				6,717	5	*
All Directors, Director Nominees and Executive Officers as a Group								510,521	6	3.62%


* Less than one (1) percent.

1

All shares owned directly unless otherwise indicated.

2

Mr. Rembolt has the right to receive 310 shares upon settlement of vested deferred performance units upon termination of employment , the right to receive 927   shares upon settlement of restricted stock units upon vesting within 60 days , and the right to receive 2,198   shares within 60 days upon settlement of vested market share units. Mr. Rembolt also has voting and investment power over 6,284   shares held under the Company’s 401(k) plan.

3

Mr. Freeman has the right to receive 3,971 shares upon settlement of vested restricted stock units upon termination of employment , the right to receive 334 shares upon settlement of vested deferred performance units upon termination of employment , the right to receive 927   shares upon settlement of restricted stock units upon vesting within 60 days , and the right to receive   2 , 198   shares within 60 days upon settlement of vested market share units. Mr. Freeman also has voting and investment power over 2,38 1   shares held under the Company’s 401(k) plan.

4

Mr. Noble has the right to receive 3,971 shares upon settlement of vested restricted stock units upon termination of employment , the right to receive 280 shares upon settlement of vested deferred performance units upon termination of employment , the right to receive 621 shares upon settlement of restricted stock units upon vesting within 60 days , and the right to receive 1,612   shares within 60 days upon settlement of vested market share units.

5

Mr. Sewitch has the right to receive   190 sh ares upon settlement of vested deferred performance units upon termination of employment, the right to receive 751 shares upon settlement of restricted stock units upon vesting within 60 days, and the right to receive 1,612 shares within 60 days upon settlement of vested market share units. Mr. Sewitch also has voting and investment power over 1 , 008 shares held under the Company’s 401(k) plan .

6

Total includes the rights of executive officers and directors to receive a total of 87,258 shares upon settlement of vested restricted stock units upon termination of employment or service as a director of the Company, the rights of executive officers to receive 2,616 shares upon settlement of vested deferred performance units upon termination of employment, the rights of executive officers to receive a total of 9,455   shares upon settlement of restricted stock units upon vesting within 60 days, the rights of executive officers to receive a total of 20,429 shares within 60 days upon settlement of vested market share units, and a total of 10,92 4 shares held by executive officers under the Company’s 401(k) plan .

5

 

---

 

NOMINEES FOR ELECTION AS DIRECTORS  

 

PETER D. BEWLEY   – Director



Peter D. Bewley was elected   to the Board of Directors in 2005. Mr. Bewley served as a ssociate g eneral c ounsel for Johnson & Johnson from 1985 to 1994 after serving as a staff attorney with Johnson & Johnson from 1977 to 1985. He was v ice p resident, g eneral c ounsel and s ecretary and c hief c ompliance o fficer of Novacare, Inc. from 1994 to 1998. Mr. Bewley was the s enior v ice p resident– g eneral c ounsel and s ecretary of The Clorox Company from 1998 until his retirement in 2005. He presently serves as a director of Tractor Supply Company. Mr. Bewley’s experience at consumer packaged goods companies prepared him to address strategic issues confronting the Company. In addition, his service as general counsel and secretary of two public companies provides the Board with a practical and in depth perspective on corporate governance and legal matters.



Skills and Expertise :

·

Former g eneral c ounsel with extensive legal experience

·

Governance expert

·

Consumer packaged goods industry background



Committees :

·

Governance (Chair)

·

Audit

·

Compensation



DANIEL T. CARTER   – Director



Daniel T. Carter was elected   to the Board of Directors in   2016. Mr. Carter served as executive vice president and chief financial officer of BevMo! Inc. from 2009 until June 2016 . Mr. Carter served as executive vice president and chief financial officer of Semtek, Inc. from 2008 to 2009; executive vice president and chief financial officer at Charlotte Russe Holding, Inc. from 1998 to 2007; and chief financial officer of Advanced Marketing Services from 1997 to 1998. From 1986 to 1997 he was employed by Price Club and its follow-on entities, serving as senior vice president for PriceCostco and chief financial officer for Price Enterprises. Mr. Carter began his career as an auditor with Ernst & Young, and he is a Certified Public Accountant (inactive). Mr. Carter received his bachelor of business administration in accounting from the University of Oklahoma.   Mr. Carter’s financial expertise, considerable knowledge of the retail industry and non-profit company board experience provide the Board with a breadth of relevant skill s and experience.



Skills and Expertise :

·

Former CFO with extensive finance and accounting expertise

·

In-depth knowledge of retail industry

·

Considerable non-profit board experience



Committees :

·

Audit (Chair)

·

Governance



MELISSA CLAASSEN   –   Director

Melissa Claassen was elected to the Board of Directors in 2015.   Ms. Claassen is vice president, business unit finance – adidas.  Ms. Claassen served as the chief financial officer of Taylor Made   –   adidas Golf from 2012 to 2015. From 1996 until 2012 Ms. Claassen held positions at various adidas subsidiaries including chief financial officer of adidas Group Hong Kong and Taiwan, controlling director at adidas Group China, head of marketing controlling, senior financial controller, finance manager, SAP team lead, management accountant, and financial accountant.  Ms. Claassen ’s extensive knowledge and expertise in the areas of collaboration, finance, accounting, and international business enhance the Board’s management oversight capabilities .  



Skills and Expertise :

·

International business experience

·

F inance and accounting expertise



Committees :

·

Finance (Chair)

·

Compensation





6

 

---

 

ERI C   P. ETCHART   – Director

Eri c   P. Etchart was elected t o   the Board of Directors   in 2016 . Mr. Etchart served as   s enior v ice p resident   of The Manitowoc Company, Inc. from 2007 until his retirement in January 2016 .   He served as senior vice president, business development, from 2015 to 2016 and as p resident and g eneral m anager of the Manitowoc Crane Group from 2007 to 2015 .  From 1983 to 2007, Mr. Etchart held various sales, marketing and management positions at subsidiaries and predecessor companies of The Manitowoc Company, Inc .   Mr. Etchart is a French national, having held mana gement positions in China, Singapore, Italy, France and the United States .  In May 2016, Mr. Etchart was recognized as a National Association of Corporate Directors (NACD) Board Leadership Fellow .  He presently serves as a director of Graco Inc. and Alamo Group Inc.  Mr. Etchart’s breadth of international finance, marketing and management experience provide s important perspective to the Board.  His demonstrated commitment to the highest standards of board leadership will strengthen the Board’s commitment to good governance.  



Skills and Expertise :

·

Strong management background in sales, marketing and finance

·

International business experience

·

Board governance



Committees :

·

Audit

·

Finance



LINDA A. LANG   – Chair



Linda A. Lang was elected to the Board of Directors in 2004.   Ms. Lang was named Board Chair in 2016.  Ms. Lang was c hairman of the b oard and c hief e xecutive o fficer of Jack in the Box, Inc. from 2005 until her retirement in 2014. From 1996 until 2005 she held the offices of p resident and c hief o perating o fficer, e xecutive v ice p resident, s enior v ice p resident m arketing, v ice p resident and r egional v ice p resident, Southern California Region, and v ice p resident m arketing , all at Jack in the Box, Inc .   Ms. Lang is a n independent trustee for Goldman Sachs Investment Funds. Ms. Lang has extensive knowledge and expertise in the areas of brand management and marketing, financial management and reporting, supply chain and distribution management as well as strategic planning, executive compensation and succession management. Her experience in these and other areas of corporate management and governance offer complementary experience to the Board.



Skills and Expertise :

·

Former CE O in touch with today’s consumer

·

In depth experience in brand management, finance, distribution and compensation

·

Strong focus on strategy development, strategic planning and strategy execution



Committees :

·

Compensation

·

Finance



DAVID B. PENDARVIS –   Director Nominee



David B. Pendarvis is a nominee for election to the Board of Directors at the Annual Meeting. Mr. Pendarvis has served as chief administrative officer of ResMed Inc. since 2011 .   From March through July 2017, he served as interim p resident, EMEA and Japan of ResMed Inc .   He joined ResMed Inc. in 2002 as global general counsel and he has served as secretary since 2003 and he also served as vice president of organizational development from 2005 to 2011. From 2000 until 2002 Mr. Pendarvis was a partner at Gray Cary Ware & Friedenrich (presently, DLA Piper) . From 1 986 until 2000 he was a n associate (1986-1992) and a partner (1993-2000) at Gibson, Dunn & Crutcher , and from 1984 until 1986 he served as a law clerk to U nited States District Court Judge, J.   Lawrence Irving in the United States District Court, San Diego.   Mr. Pendarvis served as a director of Sequenom , Inc. from 2009 until its acquisition by Laboratory Corporation of America Holdings in 2016 .   His legal expertise and experience as general counsel with global responsibilities will provide the Board of Directors with valuable perspective for risk oversight .



Skills and Expertise :

·

In depth experience in corporate compliance, intellectual property and world-wide legal affairs

·

Strong focus on investor relations and corporate communications

·

International executive management experience



Committees :

·

To be determined



7

 

---

 

DANIEL E. PITTARD   –  D i rector



Daniel E. Pittard was ele cted to the Board of Directors in 2016. From 2006 until his retirement in 2012, Mr. Pittard served as president, CEO and Board member of Rubio’s Restaurants, Inc. Mr. Pittard was an angel investor and served on the board of directors of five private companies from 2000 until 2005. He served as senior vice president, strategy and business development for Gateway, Inc. from 1998 until 1999; and group vice president, Amoco Company (now BP) from 1995 until 1998 with full P&L responsibilities for four businesses with $13 billion in revenue. As a senior vice president for PepsiCo/Frito-Lay from 1992 to 1995 he had responsibilities for international operations, strategy and new ventures. From 1980 to 1992 he was with McKinsey and Company, and served as a partner in Atlanta, Stockholm and Helsinki. From 1976 until 1980 Mr. Pittard was CEO of a joint venture in Saudi Arabia. Mr. Pittard has served on three public company boards - Rubio’s Restaurants, Novatel Wireless and Pulse Electronics - as well as many private and non-profit boards. He is a former public company CEO and McKinsey partner with considerable international experience and he is a National Association of Corporate Directors (NACD) Board Leadership Fellow. His expertise in the areas of strategy development and international business and his extensive public and private company board experience provide the Board with valuable perspective .



Skills and Expertise :

·

Significant experience in consumer products and industrial business

·

Strong background in strategy development

·

International business experience



Committees :

·

Audit

·

Finance



GARRY O. RIDGE   – President & CEO



Garry O. Ridge joined WD-40 Company in 1987 as m anaging d irector, WD-40 Company (Australia) Pty. Limited and he was responsible for Company operations throughout the Pacific and Asia. Mr. Ridge transferred to the corporate office in 1994 as d irector i nternational o perations and was elected v ice p resident -  i nternational in 1995. He was elected to the position of e xecutive v ice p resident/ c hief o perating o fficer in 1996 and he was named p resident and c hief e xecutive o fficer in 1997. He was also elected to the Board of Directors in 1997. Prior to joining WD-40 Company Mr. Ridge was m anaging d irector of Mermax Pacific Pty. Ltd. and held a number of senior management positions with Hawker Pacific Pty. Ltd. (a Hawker Siddeley PLC Group Company) which was a licensee for   WD-40 ® products   until 1988. As the CEO of the Company, Mr. Ridge offers the Board an important Company-based perspective. In addition, his particular knowledge of the Company’s international markets and industry position provides the Board with valuable insight.



Skills and Expertise :

·

CEO of the Company

·

Leader with a passion for a strong culture, employee engagement and protecting and maximizing the return on the Company’s brand assets

·

Particular expertise in driving a global business



GREGORY A. SANDFORT – Director



Gregory A. Sandfort was elected to the Board of Directors in 2011. Mr. Sandfort has served as chief executive officer of Tractor Supply Company since December 2012 .   He held the office of president of Tractor Supply Company from 2009 through 2015.  Prior to 2013 ,   Mr. Sandfort served as   p resident and c hief operating   o fficer in 2012 and as p resident and c hief m erchandising o fficer from   2009 to 2012 .  Mr. Sandfort served as e xecutive v ice p resident- c hief m erchandising o fficer of Tractor Supply Company from 2007 to 2009. Mr. Sandfort previously served as p resident and c hief o perating o fficer at Michael’s Stores, Inc. from 2006 to 2007, and as e xecutive v ice p resident- g eneral m erchandise m anager at Michaels Stores, Inc. from 2004 to 2006.  Mr. Sandfort presently serves as a director of Tractor Supply Company and Kirkland’s, Inc .  Mr. Sandfort brings a retail industry perspective to the B oard. The B oard also values Mr. Sandfort’s extensive management experience in the retail industry.



Skills and Expertise :

·

Active CEO in a channel that distributes the Company’s products

·

Brings a retail industry perspective

·

Direct connection with consumers of the Company’s products



Committees :

·

Compensation (Chair)

·

Governance

8

 

---

 

Neal E. Schmale   –   Director



Neal E. Schmale was elected to the Board of Directors in 2001. He served as Board Chair from 2004 through 2016. Mr. Schmale was p resident and c hief o perating o fficer of Sempra Energy from 2006 until his retirement in 2011. Previously, he was e xecutive v ice p resident and c hief f inancial o fficer of Sempra Energy from 1998 through 2005. Mr. Schmale served as a director of Sempra Energy from 2004 until 2011. He presently serves as a director of Murphy Oil Corporation. Mr. Schmale’s past experience as director on four public company boards and his extensive senior management experience with a Fortune 300 company offers the Board valuable judgment and management perspective .



Skills and Expertise :

·

Former COO and CFO with broad financial and operations experience

·

Focused on strategy and execution

·

Extensive public company board experience



Committees :

·

Audit

·

Compensation

·

Finance



 

BOARD LEADERSHIP, RISK OVERSIGHT AND COMPENSATION-RELATED RISK  



The Board of Directors of WD-40 Company has maintained separation of its principal executive officer and board chair positions for many years. In addition, the board chair position is held by an independent director and the Charter of the Corporate Governance Committee provides that a retiring Chief Executive Officer will not be nominated to stand for re-election to the Board. The Board of Directors believes that separation of the principal executive officer and the board chair positions is appropriate for the Company given the size of the Board and the need for undivided attention of the Chief Executive Officer to the implementation of strategic directives and overall management responsibilities. As an independent director, the board chair can provide leadership to the Board without perceived or actual conflicts associated with individual and collective interests of management employees. The Board of Directors believes that a retiring Chief Executive Officer should not continue to serve as a director in order to provide management with an unfettered ability to provide new leadership.



Risk oversight is undertaken by the Board of Directors as a whole but various Board Committees are charged with responsibility to review and report on business and management risks included within the purview of each Committee’s responsibilities. The Compensation Committee considers risks associated with the Company’s compensation policies and practices, with particular focus on the cash incentive compensation (“Incentive Compensation”) and equity awards offered to the Company’s executive officers. The Audit Committee considers risks associated with financial reporting and internal control and risks related to information technology catastrophe and disaster recovery, as well as management of the Company’s insurance risks and coverage. The Finance Committee considers risks associated with the Company’s financial management and investment activities, acquisition-related risks and Employee Retirement Income Security Act of 1974 plan oversight. The Board and the Committees receive periodic reports from management employees having responsibility for the management of particular areas of risk. The Chief Executive Officer is responsible for overall risk management and provides input to the Board of Directors with respect to the Company’s risk management process and is responsive to the Board in carrying out its risk oversight role.



With respect to compensation-related risk, the Company’s management has undertaken an annual assessment of the Company’s compensation policies and practices and strategic business initiatives to determine whether any of these policies or practices, as well as any compensation plan design features, including those applicable to the executive officers, are reasonably likely to have a material adverse effect on the Company. Based on this review, management has concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. This conclusion is based primarily on the fact that the incentives underlying most of the Company’s compensation plan design features are directed to a balance between increased profitability and longer-term stockholder returns. Management has discussed these findings with the Compensation Committee.

9

 

---

 

BOARD OF DIRECTORS MEETINGS , COMMITTEES AND ANNUAL MEETING ATTENDANCE



The Board of Directors is charged by the stockholders with managing or directing the management of the business affairs and exercising the corporate power of the Company. The Board of Directors relies on the following standing committees to assist in carrying out the Board of Directors’ responsibilities: the Audit Committee, the Compensation Committee, the Corporate Governance Committee and the Finance Committee. Each of the committees has a written charter approved by the Board of Directors and such charters are available on WD-40 Company’s website under “Corporate Governance” within the “Investors” section at http://investor.wd40company.com/investors/corporate-governance/overview/default.aspx . There were five   meetings of the Board of Directors during the last fiscal year. Each director serving for the full fiscal year attended at least 75   percent of the aggregate of the total number of meetings of the Board and of all committees on which the director served . The Board of Directors holds an annual organizational meeting on the date of the Annual Meeting of Stockholders. All Directors are expected to attend the Annual Meeting. At the last Annual Meeting of Stockholders, all of the prior year nominee directors were present.  



BOARD OF DIRECTORS COMPENSATION



Director compensation is set by the Board of Directors upon the recommendation of the Corporate Governance Committee. The Corporate Governance Committee conducts an annual review of non-employee director compensation, including consideration of a survey of director compensation for the same peer group of companies used by the Compensation Committee for the assessment of executive compensation. For fiscal year 2017 , non-employee directors received compensation for services as directors pursuant to the Directors’ Compensation Policy and Election Plan (the “Director Compensation Policy”) adopted by the Board of Directors on October 12, 2015 . Pursuant to the Director Compensation Policy, non-employee directors received a base annual fee of $ 37,500   for services provided from January 1, 201 7 through the date of the Company’s 201 7 Annual Meeting of Stockholders. The Board Chair received an additional annual fee of $ 18,000 . Non-employee directors received additional cash compensation for service on various Board Committees. The Chair of the Audit Committee received $ 16,000 and each other member of the Audit Committee received $ 8,000 . The Chair of the Compensation Committee received $ 10,000 and each other member of the Compensation Committee received $ 4,000 . Each Chair of the Corporate Governance Committee and the Finance Committee received $8,000 and each other member of those committees received $4,000 . All such annual fees were paid in March 201 7 .



At the Company’s 2016 Annual Meeting of Stockholders, the Company’s stockholders approved the WD-40 Company 2016 Stock Incentive Plan (the “Stock Incentive Plan”) to authorize the issuance of stock-based compensation awards to employees as well as to directors and consultants. For services provided for the period from the date of the Company’s 201 6 Annual Meeting of Stockholders to the next annual meeting, the Director Compensation Policy provided for the grant of restricted stock unit (“RSU”) awards having a grant date value of $ 55,500 to each non-employee director. Each RSU represents the right to receive one share of the Compa ny’s common stock. On December  13 ,   201 6 , each non-employee director received an RSU award covering 497 shares of the Company’s common stock .   Additional information regarding the RSU awards is provided in a footnote to the Director Compensation table below.



Each non-employee director was also permitted to elect to receive an RSU award in lieu of all or a portion of his or her base annual fee for service as a director as specified above. The number of shares of the Company’s common stock subject to each such RSU award granted to the non-employee directors equaled the elective portion of his or her base annual fee payable in RSUs divided by the fair market value of the Company’s common stock as of the date of grant.



RSU awards granted to non-employee directors pursuant to the Director Compensation Policy are subject to Award Agreements under the Stock Incentive Plan. All RSU awards granted to non-employee directors are fully vested and are settled in shares of the Company’s common stock upon termination of the director’s service as a director of the Company.



The Company also maintains a Director Contributions Fund from which each incumbent non-employee director has the right, at a specified time each fiscal year, to designate $6,000 in charitable contributions to be made by the Company to properly qualified (under Internal Revenue Code Section 501(c)(3)) charitable organizations.

10

 

---

 

DIRECTOR COM PENSATION TABLE -   FISC AL YEAR 201 7 

 

The following Director Compensation table provides information concerning director compensation earned by each non-employee director for services rendered in fiscal year 201 7 . Since the annual base fee and fees for service on Committees are payable for services provided to the Company from January 1 st of the fiscal year until the next annual meeting of stockholders, such compensation is reported for purposes of the Director Compensation table on a weighted basis. For fiscal year 201 7 , one third of the reported compensation earned or paid in cash is based on the Director Compensation Policy in effect for calendar year 201 6 and two thirds of the reported compensation earned or paid in cash is based on the Director Compensation Policy in effect for calendar year 201 7 . Amounts earned and reported in the Director Compensation table for Fees Earned or Paid in Cash for the fiscal year for each director are dependent upon the various committees on which each director served as a member or as chair during the fiscal year.



Name		Fees Earned or Paid in Cash ($) 1		Stock Awards ($) 2		All Other Compensation ($) 3		Total ($)
Peter D. Bewley		$               57,500		$               55,490		$                 6,000		$             118,990
Daniel T. Carter		$               57,500		$               55,490		$                 6,000		$             118,990
Melissa Claassen		$               48,167		$               55,490		$                 6,000		$             109,657
Mario L. Crivello		$               46,833		$               55,490		$                 6,000		$             108,323
Eric P. Etchart		$               33,000		$               55,490		$                 6,000		$               94,490
Linda A. Lang		$               58,833		$               55,490		$                 6,000		$             120,323
Daniel E. Pittard		$               49,500		$               55,490		$                 6,000		$             110,990
Gregory A. Sandfort		$               51,500		$               55,490		$                 6,000		$             112,990
Neal E. Schmale		$               59,500		$               55,490		$                 6,000		$             120,990




1

For services rendered during fiscal year 201 7 , directors received RSU awards pursuant to elections made in 201 5   (not applicable to M ess r s .   Carter, Etchart or Pittard )   and 201 6 under the Director Compensation Policy with respect to their services as directors in calendar years 201 6   (not applicable to Mr. Etchart) and 201 7 , respectively, in each case in lieu of all or part of their base annual fees for such calendar year (as described in the narrative preceding the Director Compensation table) .  The value of such elective RSU awards received by the directors for services rendered during fiscal year 2017 were as follows: Peter D. Bewley,   Melissa Claassen, Linda A. Lang, Gregory A. Sandfort and Neal E. Schmale received RSU awards valued at $ 37,422 ,   Mr. Carter received RSU awards valued at $37,420 ,   and Mr. Etchart received an RSU award valued at $ 24,935 .   Messrs. Crivello and Pittard elected to receive their base annual fees in cash. The number of shares underlying each director’s RSU award is rounded down to the nearest whole share .

2

Amounts included in the Stock Awards column represent the grant date fair value for non-elective RSU awards granted to all non-employee directors pursuant to the Director Compensation Policy. On December  13 , 201 6 , each director received a non-elective RSU award covering 497 shares of the Company’s common stock. Each RSU award has a grant date fair value equal to the closing price of the Company’s common stock on that date in the amount of $ 111.65   per share multiplied by the number of shares underlying the RSU award. The number of shares underlying each director’s RSU award is rounded down to the nearest whole share. Outstanding RSUs held by each director as of October 16, 2017 are reported above in footnotes to the table under the heading, Security Ownership of Directors and Executive Officers . The RSUs vest immediately upon grant, but are settled in stock only upon termination of service as a director .   T he RSUs provide for the payment of dividend equivalent compensation in amounts equal to dividends declared and paid on the Company’s common stock.

3

Amounts represent charitable contributions made by the Company in fiscal year 201 7   as designated by non-employee director s pursuant to the Company’s Director Contribution Fund.

 



EQUITY HOLDING REQUIREMENT FOR DIRECTORS

 

All RSU awards to non-employee directors, including both non-elective grants and RSU awards granted pursuant to the annual elections of the directors to receive RSUs in lieu of all or part of their base annual fee, provide for immediate vesting but will not be settled in shares of the Company’s common stock until termination of each director’s service as a director. The number of shares to be issued to each non-employee director upon termination of service is disclosed in the footnotes to the table under the heading, Security Ownership of Directors and Executive Officers .

 

STOCKHOLDER COMMUNICATIONS WITH BOARD OF DIRECTORS

 

Stockholders may send communications to the Board of Directors by submitting a letter addressed to: WD-40 Company, Corporate Secretary, 9715 Businesspark Avenue, San Diego, CA 92131 .  



11

 

---

 

The Board of Directors has instructed the Corporate Secretary to forward such communications to the Board Chair. The Board of Directors has also instructed the Corporate Secretary to review such correspondence and, at the Corporate Secretary’s discretion, to not forward correspondence which is deemed of a commercial or frivolous nature or inappropriate for Board of Director consideration. The Corporate Secretary may also forward the stockholder communication within the Company to another department to facilitate an appropriate response.



COM MIT TEES  











CORPORATE GOVERNANCE COMMITTE E

Nomination Policies and Procedures  



The Corporate Governance Committee is comprised of Peter D. Bewley (Chair), Daniel T. Carter, Mario L. Crivello (retiring director) and Gregory A. Sandfort . The Corporate Governance Committee also functions as the Company’s nominating committee and is comprised exclusively of independent directors as defined in the Nasdaq Rules. The Corporate Governance Committee met four times during the last fiscal year.



The Corporate Governance Committee acts in conjunction with the Board of Directors to ensure that a regular evaluation is conducted of succession plans, performance, independence, and of the qualifications and integrity of the Board of Directors. The Corporate Governance Committee also reviews the applicable skills and characteristics required of nominees for election as directors. The objective is to balance the composition of the Board of Directors to achieve a combination of individuals of different backgrounds and experiences, including, but not limited to, whether the candidate is currently or has recently been an executive officer at a publicly traded company; whether the candidate has substantial background in matters related to the Company’s products or markets, in particular, supply chain management, information technology, retailing and marketing; and whether the candidate has substantial international business experience, a substantial financial background or is serving as a director at one or more publicly traded companies. The Board of Directors has not established any specific diversity criteria for the selection of nominees other than the general composition criteria noted above.

 

In determining whether to recommend a director for re-election, the Corporate Governance Committee considers the director’s past attendance at meetings, results of evaluations and the director’s participation in and anticipated future contributions to the Board of Directors. A director who will have reached the age of 72 prior to the date of the next annual meeting of stockholders will be expected to retire from the Board .  However,   the Board may re-nominate any director for up to three additional years if relevant circumstances warrant continued service .  



The Corporate Governance Committee reviews new Board of Director nominees through a series of internal discussions, reviewing available information, and interviewing selected candidates. Generally, candidates for nomination to the Board of Directors have been suggested by directors or employees. The Company does not currently employ a search firm or third party in connection with seeking or evaluating candidates.

 

The Corporate Governance Committee will consider director candidates recommended by security holders under the same criteria as other candidates described above. Nominations may be submitted by letter addressed to: WD-40 Company Corporate Governance Committee, Corporate Secretary,   9715 Businesspark Avenue, San Diego, California 92131 . Nominations by security holders must be submitted in accordance with the requirements of the Company’s Bylaws, including submission of such nominations within the time required for submission of stockholder proposals as set forth below under the heading, Stockholder Proposals .  



12

 

---

 

AUDIT COMMITTEE

Related Party Transactions Review and Oversight



The Audit Committee is comprised of Daniel T. Carter (Chair), Peter D. Bewley ,   Eric P. Etchart, Daniel E. Pittard and Neal E. Schmale. Five meetings were held during the last fiscal year to review quarterly financial reports, to consider the annual audit and other audit services, to review the audit with the independent registered public accounting firm after its completion and to review the Company’s business continuity and insurance programs. The Board of Directors has determined that Mr.  Carter is an “audit committee financial expert” as defined by regulations adopted by the Securities and Exchange Commission. Mr.  Carter and each of the other members of the Audit Committee are independent directors as defined in the Nasdaq Rules. Each member of the Audit Committee also satisfies the requirements for service on the Audit Committee as set forth in Rule 5605(c)(2) of the Nasdaq Rules.

 

The Audit Committee has responsibility for review and oversight of related party transactions for potential conflicts of interest. Related party transactions include any independent business dealings between the Company and related parties who consist of the Company’s executive officers, directors, director nominees and holders of more than 5% of the Company’s shares. Such transactions include business dealings with parties in which any such related party has a material direct or indirect interest. The Board of Directors has adopted a written policy to provide for the review and oversight of related party transactions by the Audit Committee. Executive officers and directors are required to notify the Secretary of the Company of any proposed or existing related party transactions in which they have an interest. The Secretary and the Audit Committee also rely upon the Company’s disclosure controls and procedures adopted pursuant to Exchange Act rules for the purpose of assuring that matters requiring disclosure, including related party transactions that may involve the potential for conflicts of interests, are brought to the attention of management and the Audit Committee on a timely basis. Certain related party transactions do not require Audit Committee review and approval. Such transactions are considered pre-approved. Pre-approved transactions include:



·

compensation arrangements approved by the Compensation Committee or the Board of Directors and expense reimbursements consistent with the Company’s expense reimbursement policy;

·

transactions in which the related party’s interest is derived solely from the fact that he or she serves as a director of another corporation that is a party to the transaction;

·

transactions in which the related party’s interest is derived solely from his or her ownership (combined with the ownership interests of all other related parties) of not more than a 5% beneficial interest (but excluding any interest as a general partner of a partnership) in an entity that is a party to the transaction; and

·

transactions available to all employees of the Company generally.



If a related party transaction is proposed or if an existing transaction is identified, the Audit Committee has authority to disapprove, approve or ratify the transaction and to impose such restrictions or other limitations on the transaction as the Committee may consider necessary to best assure that the interests of the Company are protected and that the related party involved is not in a position to receive an improper benefit. In making such determination, the Audit Committee considers such factors as it deems appropriate, including without limitation (i) the benefits to the Company of the transaction; (ii) the commercial reasonableness of the terms of the transaction; (iii) the dollar value of the transaction and its materiality to the Company and to the related party; (iv) the nature and extent of the related party’s interest in the transaction; (v) if applicable, the impact of the transaction on a non-employee director’s independence; and (vi) the actual or apparent conflict of interest of the related party participating in the transaction.



During the fiscal year ended August 31, 2017 , there were no transactions required to be reported pursuant to the requirements of Item 404(a) of Regulation S-K under the Exchange Act that did not require review and approval by the Audit Committee.  



The Audit Committee also has responsibility for the selection, appointment , compensation and oversight of the independent registered public accounting firm for the Company . With respect to the mandatory rotation of the lead engagement partner, the Audit Committee is directly involved in the selection of the lead engagement partner for the Company’s account .  



FINANCE COMMITTEE



The Finance Committee is comprised of Melissa Claassen   (Chair) ,   Eric P. Etchart, Linda A. Lang ,   Daniel E. Pittard   and Neal E. Schmale. Four meetings of the Finance Committee were held during the last fiscal year. The Finance Committee is appointed by the Board for the primary purpose of assisting the Board in overseeing financial matters of importance to the Company, including matters relating to acquisitions, investment policy, capital structure, and dividend policy. The Finance Committee also reviews the Company’s annual and long-term financial strategies and objectives.

 

13

 

---

 

COMPENSATION COMMITTEE

Compensation Committee Interlocks and Insider Participation



The Compensation Committee is comprised of Gregory A. Sandfort (Chair), Peter D. Bewley, Melissa Claassen, Mario L. Crivello (retiring director), Linda A. Lang, and Neal E. Schmale ,   all of whom are independent directors as defined under the Nasdaq Rules. The Compensation Committee met three times during the last fiscal year. During the fiscal year ended August 31, 201 7 , there were no compensation committee interlock relationships with respect to members of the Board of Directors and the Compensation Committee as described in Item 407(e)(4)(iii) of Regulation S-K promulgated under the Exchange Act.



ITEM NO. 2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION



In accordance with the requirements of Section 14A of the Exchange Act, the Company’s stockholders are being asked to cast an advisory vote to approve the compensation of the Company’s Named Executive Officers (“NEOs”) identified in the Compensation Discussion and Analysis section of this P roxy S tatement. This vote is commonly referred to as a “Say-on-Pay” vote.

 

At the Company’s 2011 Annual Meeting of Stockholders, the first Say-on-Pay vote was held and the Company’s stockholders were also asked, by a non-binding advisory vote, to express their preference as to the frequency of future Say-on-Pay votes and the Board of Directors recommended annual Say-on-Pay voting. The Company’s stockholders expressed a preference to have Say-on-Pay votes every year.



The following resolution will be presented for approval by the Company’s stockholders at the 201 7 Annual Meeting of Stockholders:

 

“RESOLVED, that the stockholders of WD-40 Company (the “Company”) hereby approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis section of the Company’s proxy statement for the 201 7 Annual Meeting of Stockholders and in the accompanying compensation tables and narrative disclosures.”



The advisory vote to approve executive compensation is a non-binding vote on the compensation of the Company’s NEOs. This proxy statement contains a description of the compensation provided to the NEOs as required by Item 402 of Regulation S-K promulgated under the Exchange Act.



Stockholders are encouraged to carefully consider the Compensation Discussion and Analysis, accompanying compensation tables and related narrative discussion in this P roxy S tatement in considering this advisory vote. The Board of Directors believes that the compensation provided to the Company’s NEOs offers a competitive pay package with a proper balance of current and long term incentives aligned with the interests of the Company’s stockholders.



This is an advisory vote and will not affect compensation previously paid or awarded to the NEOs. While a vote disapproving the NEOs’ executive compensation will not be binding on the Board of Directors or the Compensation Committee, the Compensation Committee will consider the results of the advisory vote in making future executive compensation decisions.

 

The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting of Stockholders is required to approve this advisory vote on executive compensation.



THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” ADOPTION OF THE PROPOSED RESOLUTION FOR APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.  



14

 

---

 





ITEM NO. 3

ADVISORY VOTE ON THE FREQUENCY OF

FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION



In addition to providing stockholders with the opportunity to cast an advisory vote on executive compensation, the Dodd-Frank Wall Street Reform and Consumer Protection Act also requires, at least once every six years, that the Company conduct an advisory vote to solicit input from stockholders on whether future advisory votes on executive compensation should be held every one, two or three years.



For the past six years, the Company’s stockholders have provided advisory votes on executive compensation every year.  After careful consideration of the various arguments supporting each frequency level, the Board of Directors believes that submitting the advisory vote on executive compensation to stockholders on an annual basis continues to be the most appropriate option .



Although the Board of Directors recommends that stockholders vote in favor of holding advisory votes on executive compensation every year, stockholders are not voting to approve or disapprove the Board’s r ecommendation.  The form of p roxy for the Company’s Annual Meeting of Stockholders provides stockholders with four choices:  (a) to recommend that an advisory vote on executive compensation be held every year, (b) every two years , (c) every three years; or (d) to abstain from making any recommendation with respect to the frequency of future advisory votes on executive compensation. 



Because the vote on this proposal is advisory in nature, it will not be binding on the Board of Directors.  However, the Board of Directors will consider the outcome of the advisory vote along with other factors when making its decision about the frequency of future stockholder advisory votes on executive compensation.



THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE “1 YEAR” RECOMMENDATION FOR FUTURE STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION

---

 





COMPE NSATI ON DISCUSSION AND ANALYSIS

WD-40 Company’s Compensation Discussion and Analysis addresses the executive compensation philosophy and the processes and decisions of the Compensation Committee of the Company’s Board of Directors (the “Committee”) with respect to the compensation of the Company’s Named Executive Officers (the “NEOs”). For fiscal year 2017, the Company’s NEOs were:





EXECUTIVE SUMMARY OF EXECUTIVE COMPENSATION DECISIONS AND RESULTS

 

The compensation structure for the NEOs is comprised of three elements: base salary, retention-related equity compensation and performance-related cash and equity compensation. Through the application of these elements, a significant portion of NEO realized compensation is directly tied to Company performance measured by increased earnings and total stockholder return (“TSR”).  Performance-based compensation tied to earnings is based on earnings before interest, income taxes, depreciation (in operating departments) and amortization (“EBITDA”), not earnings per share.

 

Retention-related equity compensation includes restricted stock unit (“RSU”) awards that vest over a period of three years after grant , subject to earlier vesting upon the effective date of retirement under certain conditions . Retention-related equity compensation features are also reflected in our performance-based market share unit (“MSU”) awards that may be earned over a market return-based vesting period of three years , subject to pro-rata vesting at the end of the applicable m easurement period in the event of earlier retirement under certain conditions .

 

Performance-related compensation includes (i) an annual cash payment opportunity that is tied to current fiscal year financial results (“Incentive Compensation”) ; (ii) MSU awards that are tied to a measure of TSR; and (iii) deferred performance unit (“DPU”) awards that are tied to current fiscal year financial results that exceed levels required for maximum payment of that portion of the cash Incentive Compensation opportunity that is tied to global EBITDA.



For purposes of measuring performance based on the Company’s EBITDA, the Company uses EBITDA before deduction of the stock-based compensation expense for vested DPU awards, if any, and excluding other non-operating income and expense amounts (“Adjusted EBITDA”).

 

The foregoing compensation structure elements are fully described later in this Compensation Discussion and Analysis.



In establishing the framework for overall NEO compensation and in assessing such compensation for each NEO in light of individual and overall Company performance, the Committee considers actual and target levels of compensation with reference to both short-term and long-term performance periods as well as labor market data and peer group executive compensation. The Committee seeks to align individual NEO performance incentives with both short-term and long-term Company objectives. The Committee reviews each of the principal elements of NEO compensation to determine the effectiveness of the established framework for NEO compensation based on measures of Company performance, specifically including regional and global measures based on the Company’s Adjusted EBITDA, but also including relative Company performance as compared to the established peer group of companies and a comparable market index. Additionally, the Committee also considers the relative achievement of longer term strategic objectives as to which each NEO is accountable.  Information regarding NEO strategic objectives is provided in the Executive Officer Compensation Decisions section below under the heading, Base Salary: Process. The Committee believes that a review of NEO compensation and relative company performance over multi-year periods demonstrates the effectiveness of the Company’s established framework for NEO compensation.



THREE YEAR PERFORMANCE-BASED COMPENSATION REVIEW



For fiscal year 2017, the Company’s overall financial performance was strong, but mixed, resulting in partial achievement of performance measure goals for regional and global Adjusted EBITDA under the Company’s Incentive Compensation program (the “Performance Incentive Program”) as described below. T he maximum first level performance measure goals for the EMEA and Asia-Pacific regions were achieved, but the first level performance goal for the Americas region was not achieved. Due to the strong performance of the EMEA and Asia-Pacific segments, the maximum first level goal for global Adjusted EBITDA was achieved and approximately 47% of the second level goal for global Adjusted EBITDA was achieved. As a result, each of the NEOs earned 74% of their Incentive Compensation opportunity for fiscal year 2017. For fiscal year 2016, the Company’s financial performance was strong.  For fiscal year 2016, the maximum performance measure goals for regional and global

---

 

Adjusted EBITDA were achieved.  As a result, each of the NEOs earned the maximum possible amount of Incentive Compensation for fiscal year 2016. The Company’s financial performance for fiscal year 2015, as measured against goals for regional and global Adjusted EBITDA, was mixed.  Maximum first level goals for the Americas and Asia-Pacific regions were achieved in fiscal year 2015, but minimum first level goals for EMEA were not achieved. The second level minimum goal for global Adjusted EBITDA was not achieved. As a result, earned Incentive Compensation amounts for fiscal year 2015 for the NEOs were at or near the target amounts (50% of the maximum earned Incentive Compensation opportunity) for all of those NEOs other than Mr. Noble and no Incentive Compensation was earned by Mr. Noble .



For the three fiscal years ended August 31, 2017, th e TSR for the Company’s shares exceeded, by an absolute percentage point difference, the return for the Russell 2000 Index (the “Index”) by 33.32 %. As a result, MSUs awarded to the NEOs in October 2014 provided vested shares of the Company’s common stock to the NEOs   at 200% of the target number of award shares. For the three fiscal years ended August 31, 2016, the TSR for the Company’s shares exceeded, by an absolute percentage point difference, the return for the Index by 91.4%. As a result, MSUs awarded to the NEOs in October 2013 provided vested shares of t he Company’s common stock to those NEOs at the maximum amount of 200% of the target number of award shares. For the three fiscal years ended August 31, 2015, the TSR for the Company’s shares exceeded, by an absolute percentage point difference, the return for the Index by 27.5%. As a result, MSUs awarded to the NEOs in October 2012 also provided vested shares of the Company’s common stock to those NEOs at the maximum amount of 200% of the target number of award shares. 



FISCAL YEAR 201 7 COMPENSATION



Compensation decisions for fiscal year 2017 were made in October 2016 based on individual and Company performance during fiscal year 2016 and a market survey conducted by the Committee’s compensation consultant.   The relative market percentile of total compensation for each of the NEOs   for fiscal year 2017 is based on peer group data which is provided below under the heading Overall Reasonableness of Compensation .

 

The following is a summary of the decisions made by the Committee for NEO compensation for fiscal year 2017:



---

 





GOVERNANCE OF E XECUTI VE OFFICER COMPENSATION PROGRAM



The purpose of the Committee is to establish and administer the compensation arrangements for our CEO and the other executive officers of the Company, including the other NEOs, on behalf of the Board of Directors. The Committee is responsible for developing the Company’s overall executive compensation strategy, with support from management and the Committee’s independent compensation consulting firm.  For fiscal year 2017 compensation decisions, the Committee’s compensation consulting firm was Board Advisory, LLC.  The Committee also has responsibilities in connection with administration of the Company’s equity compensation plans.



The Committee operates pursuant to a Charter which outlines its responsibilities, including the Committee’s responsibilities with respect to performance reviews and approval of annual compensation arrangements for the NEOs. A copy of the Compensation Committee Charter can be found   on WD-40 Company’s website at https://www.wd40company.com/ ,   under “Corporate Governance” within the “Investors” section.  



PROCESS FOR EVALUATING EXECUTIVE OFFICER PERFORMANCE AND COMPENSATION



In accord with its Charter, the Committee works with the Company’s Human Resources function in carrying out its responsibilities. Mr. Sewitch, Vice President of Global Organization Development , is management’s liaison with the Committee. The Committee’s independent compensation consulting firm provides advice and information relating to executive compensation. For fiscal year 2017, the compensation consulting firm assisted the Committee in the evaluation of executive base salary, Incentive Compensation opportunities, equity incentive design and award levels, and the specific pay recommendation for our CEO.  The Committee’s compensation consulting firm reports directly to the Committee and provides no additional services for management.



EXECUTIVE COMPENSATION PHILOSOPHY AND FRAMEWORK

 

COMPENSATION OBJECTIVES



The Company’s executive compensation program is designed to achieve five primary objectives:



1. Attract, motivate, reward and retain high performing executives;

2. Align the interests and compensation of executives with the value created for stockholders;

3. Create a sense of motivation among executives to achieve both short- and long-term Company objectives;

4. Create a direct, meaningful link between business and team performance and individual accomplishment and rewards; and

5. Ensure our compensation programs are appropriately competitive in the relevant labor markets.



TARGET PAY POSITION/MIX OF PAY

 

The Company’s compensation program consists primarily of base salary, annual cash incentives, and long-term oriented equity awards. Each of these components is discussed in greater detail in the Executive Officer Compensation Decisions section below. The Committee has established a target for executive officer total compensation (defined as base salary, plus target Incentive Compensation, plus the grant date value of equity awards) at the median market level of compensation for each position (details on the use of peer group data to establish the median market level are provided below). Actual pay may vary, based on Company and/or individual performance, length of time within the position, and anticipated contribution. The Committee does not adhere to specific guidelines regarding the percentage of total compensation that should be represented by each compensation component, but monitors market competitiveness. A review of total compensation for each NEO relative to the target market percentile is provided in the Executive Officer Compensation Decisions section below under the heading, Overall Reasonableness of Compensation.    



---

 

The mix of pay for executive officers is intended to provide significant incentives to drive overall company performance an d increased stockholder value. The following charts show the relative portions of the maximum total compensation that the CEO and the other NEOs, respectively, are eligible to earn for fiscal year 2017 (“Total Compensation Opportunity”).  For purposes of these charts, Salary and All Other Compensation amounts are as reported in the Summary Compensation Table   below ;   maximum possible Stock Award (RSUs, MSUs and DPUs) amounts are as reported in the table in footnote   1 to the Summary Compensation Table; and maximum Non-Equity Incentive Plan Compensation (Incentive Compensation) amounts are as reported as the maximum amounts for such compensation in the Grants of Plan-Based Awards table below .   The Total Compensation Opportunity for the CEO and for all other NEOs in the aggregate is divided among elements of compensation that are considered at risk (MSUs, tied to longer term relative stockholder return, and Incentive Compensation and DPUs, tied to current fiscal year financial performance), and those elements that are not performance-based (Salary, All Other Compensation and RSUs). Approximately 66 % of the CEO’s Total Compensation Opportunity for fiscal year 2017 was at risk while approximately 55 % ,   in the aggregate , of the Total Compensation Opportunity for fiscal year 2017 for all of the other NEOs was at risk .  As reported in more detail below, for fiscal year 2017, each of the NEOs earned 74 %   of their maximum Incentive Compensation amounts , maximum MSU award value s (for the MSU award granted in 2014), and no portion of their DPU award s .   







---

 



COMPENSATION BENCHMARKING  



For purposes of its fiscal year 2017 compensation decisions, the Committee examined the executive compensation practices of a peer group of nineteen companies to assess the competitiveness of the Company’s executive compensation. Peer group companies were selected from a list of U.S. headquartered companies having revenues and earnings reasonably comparable to the Company and doing business in the specialty chemical industry or within specific consumer products categories. In addition to the peer group data, the Committee considers surveys of general industry company data provided by Hay Group, a global management consulting firm and Kenexa, an IBM Company. These data sources are applied by the Committee to establish the market median level of compensation for each executive officer position. The companies used in the peer group analysis for fiscal year 2017 compensation decisions were as follows:



EXECUTIVE OFFICER COMPENSATION DECISIONS FOR FISCAL YEAR 2017

 

BASE SALARY: PROCESS

 

Base salaries for all executive officers, including the NEOs, are approved by the Committee effective for the beginning of each fiscal year. In setting base salaries, the Committee considers the salary range prepared by its compensation advisor based on each NEO’s job responsibilities and the market 50 th percentile target pay position. Salary adjustments, if any, are based on factors such as individual performance, position, current pay relative to the market, future anticipated contribution and the Company-wide merit increase budget. Assessment of individual performance follows a rigorous evaluation process, including self-evaluation and the establishment of annual goals for each executive officer and an assessment of the achievement thereof. Individual performance elements considered in this process included individual and Company performance goals and achievements in such areas as growth, innovation, leadership, earnings and customer relations for Mr. Ridge; governance and risk, compliance, forecasting and financial reporting for Mr. Rembolt; leadership and strategic planning  f or Mr. Freeman; business unit performance, teamwork, execution and growth for M r. Noble ; and organizational development, talent, leadership development and compensation systems for Mr. Sewitch .    



BASE SALARY: FISCAL YEAR 201 7



In October 2016, the Committee reviewed the market competitiveness of executive officer base salaries relative to peer group market data presented by the Committee’s compensation advisor. Based on its review of the peer group market data, no increases in base salary for fiscal year 2017 were approved by the Committee for any of the NEOs , other than Mr. Sewitch .



PERFORMANCE INCENTIVE PROGRAM

 

The Company uses its Performance Incentive Program to tie executive officer compensation to the Company’s financial performance. All Company employees participate in the same Performance Incentive Program as described below. The Performance Incentive Program is offered to the executive officers pursuant to the WD-40 Company Performance Incentive Compensation Plan most recently approved by the stockholders at the Company’s 2012 Annual Meeting of Stockholders.  The Company’s stockholders are being asked to approve the WD-40 Company 2017 Performance Incentive Compensation Plan at this year’s Annual Meeting of Stockholders.

 

The Performance Incentive Program provides direct incentives to all Company employees, including executive officers, to affect regional financial performance and, for the Company as a whole, to promote sales at increasing levels of profitability. Specific performance measures tied to regional financial results are used in the Performance Incentive Program formulas as applied to each employee according to his or her particular area of responsibility.



For the NEOs, Incentive Compensation opportunity awards for fiscal year 2017 were based on pre-established goals for the following corporate performance measures: (i) the Company’s Adjusted EBITDA computed for each of the Company’s relevant

---

 

financial reporting segments (“Regional EBITDA”); and (ii)  Adjusted EBITDA computed on a consolidated basis (“Global EBITDA”). The calculations of attainment of these performance measures for the NEOs are substantially the same as the calculations for all other employees for whom such performance measures were applicable.



The Co mpany’s Incentive Compensation P rogram, as applied to all of its employees, is designed with the intent to fund the Incentive Compensation payout to all employees, including the NEOs, from increased earnings over the prior fiscal year.  If the Company does not realize an increase in Global EBITDA over the prior year, it is possible that M r. Noble will earn some Incentive Compensation because the performance measure for a portion of the Incentive Compensation opportunity payable to him is based on Regional EBITDA.  



Depending upon actual performance results, the Incentive Compensation opportunities for fiscal year 2017 range from 0% up to 150% of base salary for Mr. Ridge, from 0% up to 100% of base salary for Messrs. Rembolt and Freeman, and from 0% up to 80% of base salary for M ess r s . Noble and Sewitch .



The maximum Incentive Compensation potential for employees under the Performance Incentive Program is referred to herein as the employee’s “Annual Opportunity.” For each of the NEOs, the Performance Incentive Program for fiscal year 2017 provided two performance measure levels (“Levels A and C”) for determination of earned Incentive Compensation; each level represented 50% of the Annual Opportunity. The Performance Incentive Program is consistently applied for all employees of the Company except that there are three performance measure levels (“Levels A, B and C”) for all employees other than the NEOs and certain other management employees. The maximum Incentive Compensation payout for M r. Noble required achievement of  a specified segment goal for Regional EBITDA (Level A) and Company performance that equaled the maximum goal amount for Global EBITDA as described below (Level C). For Messrs. Ridge, Rembolt ,   Freeman and Sewitch (each of whom has global rather than regional responsibilities), the maximum Incentive Compensation payouts required achievement of specified goals for Global EBITDA for each of Levels A and C. 



Only two of the three performance measure goals are applied for the NEOs and certain other management employees for purposes of calculating earned Incentive Compensation in order to provide an increased incentive to those employees to achieve the maximum level of Global EBITDA results for the benefit of stockholders.  Level B performance measure goals for other employees are more directed to achievement of goals tied to areas over which they have more direct influence. For such other employees, Level A represented 50% of the Annual Opportunity, Level B represented 30% of the Annual Opportunity and Level C represented 20% of the Annual Opportunity.



Target and maximum payout amounts for each of the NEOs for the fiscal year 2017 Performance Incentive Program are disclosed below in the table under the heading, Grants of Plan-Based Awards - Fiscal Year 2017 .



The table below sets forth the fiscal year 2017 Performance Incentive Program payout weightings and the minimum and maximum goals for the performance measures applicable to each of the NEOs.  The minimum and maximum Level A goals for Regional and Global EBITDA were based on earnings before deduction of any Incentive Compensation amounts.  The minimum and maximum Level C goals for Global EBITDA were based on earnings after deduction of an estimate of the maximum possible Incentive Compensation amounts for Levels A and B, but before deduction of Incentive Compensation amounts for Level C .





---

 

The table below sets forth the actual fiscal year 2017 performance results and percentage achievement for each of the performance measures under the Performance Incentive Program formulas applicable to the NEOs. The actual Regional and Global   EBITDA Level A results were based on earnings before deduction of any Incentive Compensation amounts. The actual Global EBITDA Level C results were based on earnings after deduction of the actual Incentive Compensation amounts for Level A and B, but before deduction of the actual Incentive Compensation amounts for Level C .

 



Achievement of the maximum goals for Regional EBITDA and Global EBITDA is intended to be attainable through the concerted efforts of all management teams working in their own regions and areas of responsibility and for the Company as a whole.



Based on the Company’s fiscal year 2017 performance and the Committee’s certification of the relative attainment of each of the performance measures under the Performance Incentive Program, the payouts for our executive officers, including the NEOs, were calculated. On October  9 ,   2017, the Committee approved payment of the following Incentive Compensation amounts to the NEOs for fiscal year 2017 performance:

 



As an example of the operation of the Performance Incentive Program, Mr. Noble ’s   Incentive Compensation payout for fiscal year 201 7 was computed as follows:



—  Level A Incentive Compensation = Level A Achievement ( 100 %)  X Level A Annual   Opportunity = $113,0 24 .  

—  Level C Incentive Compensation = Level C Achievement ( 47. 37 9 %)  X Level C Annual Opportunity = $ 53,5 50 .  



Mr. Noble ’s aggregate Incentive Compensation payout was the sum of the payouts under Levels A and C of the Performance Incentive Program, or $ 166,574 .



---

 

Equity Compensation

 

Equity compensation is a critical component of the Company’s efforts to attract and retain executives and key employees, encourage employee ownership in the Company, link pay with performance and align the interests of executive officers with those of stockholders. To provide appropriately directed incentives to our executive officers, the Committee has provided awards of time-vesting restricted stock unit (“RSU”) awards as well as performance-vesting market share unit (“MSU”) awards and deferred performance unit (“DPU”) awards. Equity awards for fiscal year 2017 were granted to the NEOs pursuant to the Company’s 2007 Stock Incentive Plan (the “Stock Incentive Plan”) approved by the stockholders at the 2007 Annual Meeting of Stockholders.



The Company’s MSU awards are tied to a measure of total stockholder return (“TSR”) that is determined by reference to a change in the value of the Company’s common stock with reinvestment of dividends. In October 2016, the Committee granted primary equity allocations of RSU and MSU awards for fiscal year 2017. The authorized awards were divided equally between the two types of awards for each NEO.  MSU awards provide for vesting after a three year performance vesting period based on a comparison of the Company’s TSR against the Russell 2000 Index (the “Index”) as described in more detail below.  In addition to the RSU and MSU awards, the NEOs also received DPU awards in October 2016. As compared to the retention and long term performance-based attributes of the RSU and MSU awards, the DPU awards provide an incentive reward for achieving Global EBITDA results for the fiscal year in excess of the amount of Global EBITDA required for maximum payout of Incentive Compensation under Level C of the Performance Incentive Program as described above.  DPU awards provide for vesting at the end of the fiscal year for which they are granted. All RSU, MSU and DPU awards are subject to terms and conditions set forth in an applicable award agreement (the “Award Agreement”).



The principal attributes and benefits of the RSU, MSU and DPU awards for executive officers are as follows:





The Board recognizes the potentially dilutive impact of equity awards. The Company’s equity award practices are designed to balance the impact of dilution and the Company’s need to remain competitive by recruiting, retaining and providing incentives for high-performing employees .  



Restricted Stock Unit Awards

 

RSU awards provide for the issuance of shares of the Company’s common stock to the award recipient upon vesting provided that the recipient remains employed with the Company through each vesting date except as noted below with respect to vesting upon retirement . Shares of the Company’s common stock equal to the portion of the RSU award that has vested are issued promptly upon the vesting date. RSU awards provide for vesting over a period of three years from the grant date. 34% of the RSU award will vest on the first vesting date and 33% of the RSU award will vest on each of the second and third vesting dates. The vesting date each year is the third business day following the Company’s public release of its annual earnings for the preceding fiscal year, but not later than November 15 of the vesting year.



---

 

RSU Award Agreements provide that, for RSU award recipients who retire from the Company after reaching age 65 , or for RSU award recipients who retire from the Company after reaching age 55 and have been employed by the Company for at least 10 years, all RSUs will be vested upon the effective date of retirement and shares will be issued within 30 days after the effective date of retirement.



Payment of required withholding taxes due with respect to the vesting of the RSU awards, if any, will be covered through withholding of shares by the Company. The Company will issue a net number of shares to the recipient for a vested RSU award after withholding shares having a value as of the vesting date equal to the required tax withholding obligation.



Market Share Unit Awards

 

MSU awards provide for performance-based vesting over a performance measurement period of three fiscal years commencing with the fiscal year in which the MSU awards are granted (the “Measurement Period”). Except as noted below with respect to vesting upon retirement, the recipient must remain employed with the Company for vesting purposes until the date on which the Committee certifies achievement of the requisite performance provided for in the MSU Award Agreement. A number of shares of the Company’s common stock equal to an “Applicable Percentage” of the “Target Number” of shares covered by the MSU awards to the NEOs will be issued as of the “Settlement Date”. The Applicable Percentage is determined by reference to the performance vesting provisions of the MSU Award Agreements as described below. The Settlement Date for an MSU award is the third business day following the Company’s public release of its annual earnings for the third fiscal year of the Measurement Period.



MSU Award Agreements provide for monthly pro-rata vesting of MSUs as of the end of the Measurement Period in the event of the earlier termination of the award recipient’s employment due to death, disability, or retirement after reaching age 65, or retirement after reaching age 55 with at least 10 years of employment with the Company . For purposes of calculating the number of MSUs vested and the corresponding number of shares to be issued as of the Settlement Date, the Target Number of shares covered by the MSU awards will be adjusted according to the pro-rata portion of the Measurement Period that has elapsed as of the effective date of termination of employment. The Committee may also exercise its discretion to provide for monthly pro-rata vesting of MSUs awarded to a recipient who resigns or is terminated by the Company for reasons other than good cause.



Payment of required withholding taxes due with respect to the settlement of an MSU award, if any, will be covered through withholding of shares by the Company. The Company will issue a net number of shares to the recipient for a vested MSU award after withholding shares having a value as of the Settlement Date equal to the required tax withholding obligation .



The performance vesting provisions of MSU awards are based on relative TSR for the Company over the Measurement Period as compared to the total return (“Return”) for the Index as reported for total return (with dividends reinvested), as published by Russell Investments. For purposes of computing the relative TSR for the Company as compared to the Return for the Index, dividends paid with respect to the Shares will be treated as having been reinvested as of the ex-dividend date for each declared dividend. The Applicable Percentage of the Target Number of shares will be determined for each of the NEOs based on the absolute percentage point difference between the TSR for the Company as compared to the Return for the Index (the “Relative TSR”) as set forth in the table below:  



The Applicable Percentage will be determined on a straight line sliding scale from the minimum 50% Applicable Percentage achievement level to the maximum 200% Applicable Percentage achievement level. For purposes of determining the TSR for the Company and the Return for the Index, the beginning and ending values for each measure will be determined on an average basis over a period of all market trading days within the ninety (90) calendar days prior to the beginning of the fiscal year for the beginning of the Measurement Period and over a period of all market trading days within the ninety (90) calendar days prior to the end of the third fiscal year of the Measurement Period. For purposes of determining relative achievement, actual results are

---

 

to be rounded to the nearest tenth of one percent and rounded up from the midpoint. The number of MSU Shares to be issued on the Settlement Date is to be rounded to the nearest whole share and rounded upward from the midpoint. 



In the event of a Change in Control (as defined in the Stock Incentive Plan), the Measurement Period will end as of the effective date of the Change in Control and the ending values for calculating the TSR for the Company and the Return for the Index will be determined based on the closing price of the Company’s common stock and the value of the Index, respectively, immediately prior to the effective date of the Change in Control. The Applicable Percentage will be applied to a proportionate amount of the Target Number of MSUs based on the portion of the Measurement Period elapsed as of the effective date of the Change in Control. The recipient NEO will receive RSUs for the portion of the Target Number of MSUs to which the Applicable Percentage is not applied. Those RSUs will time vest, subject to rights under the NEO’s Change of Control Severance Agreement, as of the Settlement Date.



Deferred Performance Unit Awards

 

DPU awards provide for performance-based vesting over a performance measurement period of the fiscal year in which the DPU awards are granted (the “Measurement Year”). The DPU awards provide for vesting of a number of DPUs equal to an “Applicable Percentage” of the “Maximum Number” of DPUs awarded to the NEOs following conclusion of the Meas urement Year (“Vested DPUs”). Except as noted below   with respect to vesting upon retirement , t he recipient must remain employed with the Company for vesting purposes until August 31 of the Measurement Year.   Except as noted below as to non-residents of the United States , the Vested DPUs must be held until termination of employment. Following termination of employment, each Vested DPU will be settled by issuance of one share of the Company’s common stock (a “DPU Share”). The Maximum Number of DPUs refers to the maximum number of DPU Shares that may be issued with respect to a DPU award upon full achievement of the applicable performance goal as described below. The Applicable Percentage is determined by reference to the performance vesting provisions of the DPU Award Agreement as described below. For NEOs who are not residents of the United States, the Compensation Committee has discretion to either defer settlement of each Vested DPU by issuance of a DPU Share following termination of employment or settle each Vested DPU in cash by immediate payment of an amount equal to the closing price of one share of the Company’s common stock as of the date of the Compensation Committee’s certification of achievement of the performance measure applied in determination of the Applicable Percentage.



Each Vested DPU that is not settled in cash will include the right to receive a dividend equivalent payment in an amount equal to the dividends declared with respect to the Company’s common stock for each Vested DPU. Such dividend equivalent payments are to be paid in cash as ordinary compensation income as and when common stock dividends are paid by the Company, provided, however, that the Company may elect to accumulate such dividend equivalent payments for later payment not less often than annually .



DPU Award Agreements provide for monthly pro-rata vesting of DPUs as of the end of the Measurement Year in the event of the earlier termination of the award recipient’s employment due to death, disability, or retirement after reaching age 65, or retirement after reaching age 55 with at least 10 years of employment with the Company . For purposes of calculating the number of Vested DPUs earned, the Maximum Number of shares covered by the DPU awards will be adjusted according to the pro-rata portion of the Measurement Year that has elapsed as of the effective date of termination of employment.



Vested DPUs not otherwise settled in cash will be settled by issuance of the DPU Shares as of 6 months following termination of employment (the “Settlement Date”). Payment of required withholding taxes due with respect to the settlement of a Vested DPU award, if any, will be covered through withholding of shares by the Company. The Company will issue a net number of shares to the recipient for a Vested DPU award after withholding shares having a value as of the Settlement Date equal to the required tax withholding obligation.



The performance vesting provisions of the DPUs are based on relative achievement within an established performance measure range of the Company’s EBITDA ( before deduction of the stock-based compensation expense for the Vested DPUs and excluding other non-operating income and expense amounts (“ Adjusted Global EBITDA” ) for the Measurement Year.

---

 

For fiscal year 2017, the performance vesting provisions for the DPUs were established as set forth in the table below :





The Applicable Percentage will be determined on a straight line sliding scale from the implied zero percentage achievement level to the maximum 100% Applicable Percentage achievement level, but the Applicable Percentage shall not be less than 5%. For purposes of determining the Applicable Percentage, the calculated percentage is to be rounded to the nearest tenth of one percent and rounded upward from the midpoint. The number of Vested DPUs is to be rounded to the nearest whole unit and rounded upward from the midpoint .





Equity Awards – Fiscal Year 201 7



For fiscal year 2017, equity awards to our executive officers were granted to satisfy goals for executive officer retention, to provide incentives for current and future performance, and to meet objectives for overall levels of compensation and pay mix. RSU, MSU and DPU awards were granted to the NEOs by the Committee in October 2016. All of the equity awards are set forth below in the table under the heading, Grants of Plan-Based Awards - Fiscal Year 2017 . In establishing award levels for the NEOs for fiscal year 2017, the Committee placed emphasis on long-term retention goals and desired incentives for current and future contributions. The RSU and MSU awards to our CEO were, consistent with past practice, larger than the awards to the other NEOs in recognition of his higher level of responsibility for overall Company performance and based upon market data that supports a higher level of equity compensation for our CEO. The specific RSU award amounts and Target Number of shares covered by MSU awards were determined for each NEO based on an assessment of the NEO’s achievement of individual performance goals as well as Company performance for fiscal year 201 6 in areas over which the NEO had particular influence. The DPU award amounts were established by reference to each NEO’s Incentive Compensation opportunity amount based on fiscal year 2016 base salary amounts and fiscal year 2017 maximum percentage opportunity for Incentive Compensation – the share equivalent value of the DPUs awarded to each NEO as of the date of grant equals 50% of the NEO’s maximum Incentive Compensation opportunity amount .  



Market Share Unit Award Vesting for Three Fiscal Year   Performance Achievement



On October 9 ,   2017, the Committee certified achievement of the performance measure applicable to MSU awards granted to the NEOs in October 2014. The Committee certified the Company’s relative TSR as compared to the Return for the Index for the performance Measurement Period ended August 31, 2017 for purposes of calculating the vested number of shares of the Company’s common stock for those MSU awards.  The relative TSR as compared to the Return for the Index (as an absolute percentage point difference) over the three fiscal year Measurement Period ending August 31, 2017 was 33.32 %. As a result, based on the table above in the description of the MSU awards, the Applicable Percentage of the Target Number of shares underlying the MSU awards granted in October 2014 was 200 %   for each of the NEOs .



The following table sets forth the Target Number and vested number of shares underlying the MSU awards granted to each NEO in October 2014 :



---

 

Deferred Performance Unit Award Vesting for Fiscal Year 201 7 Performance Achievement



DPU awards granted to the NEOs for fiscal year 2017 lapsed without value to the NEOs. Vesting of the DPUs would have required a level of Adjusted Global EBITDA equal to or greater than $83,455,000 ( the minimum Adjusted   Global EBITDA goal for DPU vesting as set forth in the table on the preceding page ) . Since the a ctual Adjusted Global EBITDA for fiscal year 2017 was   less than $8 3 , 455 ,000 , the DPUs did not vest and they have lapsed.



BENEFITS AND PERQUISITES



As is the case with most Company employees, the NEOs are provided with standard health and welfare benefits, and, for the NEOs other than Mr. Noble, the opportunity to participate in the WD-40 Company Profit Sharing/401(k) Plan (the “Plan”). The Plan serves to provide our executive officers, including the eligible NEOs, with tax-advantaged retirement savings as an additional component of overall compensation. Employees have the right to invest the Company’s contributions to the Plan in shares of the Company’s common stock as an alternative to other investment choices available under the Plan.  For Mr. Noble, the Company provides contributions to  a local retirement program.



The Company maintains individual Supplemental Death Benefit Plan agreements with each of the NEOs other than   M essrs . Noble and Sewitch . The Company’s Supplemental Death Benefit Plan agreement obligations are funded by life insurance policies owned by the Company.



The Company also provides leased vehicles to its executive officers and private health insurance for Mr. Noble in excess of coverage available to other Company employees in the United Kingdom. The costs associated with the perquisites and other personal benefits provided to the NEOs are included in the Summary Compensation Table below and they are separately identified in the footnote disclosure of such perquisites and other personal benefits included with the Summary Compensation Table.



The Committee considers the cost of the foregoing health and welfare benefits and perquisites in connection with its approval of the total compensation for each of our NEOs. All such costs are considered appropriate in support of the Committee’s objective of attracting and retaining high quality executive officers because they are common forms of compensation for senior executives and are expected by such executives when they consider competing compensation packages .  



POST-EMPLOYMENT OBLIGATIONS



The Company has change of control severance agreements with each of the NEOs. The specific terms of the agreements are described in detail below under the heading, Change of Control Severance Agreements . In establishing the terms and conditions for the change of control severance agreements consideration was given to possible inclusion of severance compensation to be paid to the executive officers in the event of their termination of employment without cause (or for good reason) without regard to the existence of a change of control of the Company. No such provisions were included and severance compensation is payable only following a termination of employment without “cause” or for “good reason” within two years following a “change of control” of the Company (as the quoted terms are defined in the severance agreements).



The Committee believes that the change of control severance agreements help ensure the best interests of stockholders by fostering continuous employment of key management personnel. As is the case in many public companies, the possibility of an unsolicited change of control exists. The uncertainty among management that can arise from a possible change of control can result in the untimely departure or distraction of key executive officers. Reasonable change of control severance agreements reinforce continued attention and dedication of executive officers to their assigned duties and support the Committee’s objective of retaining high quality executives .

 

OVERALL REASONABLENESS OF COMPENSATION

 

The Committee believes that the Company is achieving its compensation objectives and, in particular, rewards executive officers for driving operational success and stockholder value creation. Based on reviews of tally sheets and a “pay-for-performance” analysis by the Committee, and in light of the Company’s compensation objectives, the Committee and the Board of Directors believe that the pay mix and target pay position relative to market for each of the NEOs are reasonable and appropriate. The “pay-for-performance” analysis includes a review of the individual components of executive officer compensation that are tied to Company performance, as measured by identified financial performance metrics as well as the price of the Company’s common stock. In particular, the Committee reviews executive officer Incentive Compensation to determine whether it appropriately rewards achievement of specific financial performance goals and does not otherwise provide rewards in the absence of reasonable measures of individual and Company success. Similarly, with respect to equity awards, the Committee considers the effectiveness of such awards in providing a reasonable incentive to the executive officers to increase profits (as measured by Regional and Global EBITDA) and total stockholder return without inappropriately rewarding the executive officers if performance targets are not achieved over the long term.

---

 



The following table sets forth the total compensation for each of our NEOs (based on cash compensation received as base salary and earned Incentive Compensation, plus the value of equity awards ( other than the DPUs ) at their date of grant per share values) for fiscal year 2017, together with the relative market percentile for each NEO :



 

For fiscal year 2017, total compensation for our NEOs was assessed by the Committee’s compensation consulting firm. As noted in the table above, total compensation for the NEOs ranged from 102 % to 133% of the market median compensation level for each position as determined by the Committee’s compensation consulting firm. The levels of compensation are considered by the Committee to be in line with target compensation levels for the NEOs in a year in which the Company’s EMEA region and global performance was strong. These market position comparisons are based on the blended analysis from the Committee’s compensation consultant which incorporates peer group proxy analysis and general industry survey data as discussed above under the heading, Compensation Benchmarking .



OTHER COMPENSATION POLICIES

 

EXCHANGE ACT RULE 10b5-1 TRADING PLANS AND INSIDER TRADING GUIDELINES



The Company maintains insider trading guidelines, including transaction pre-approval requirements, applicable to our officers and directors required to report changes in beneficial ownership under Section 16 of the Exchange Act as well as certain other employees who can be expected to have access to material non-public information concerning the Company. These insider trading guidelines also require pre-approval of all trading plans adopted pursuant to Rule 10b5-1 promulgated under the Exchange Act. To avoid the potential for abuse, the Company’s policy with respect to such trading plans is that, once adopted, trading plans are not subject to change or cancellation. Any such change or cancellation of an approved trading plan by an executive officer, director or employee covered by the Company’s insider trading guidelines in violation of the policy will result in the Company’s refusal to approve future trading plan requests for that person .  



EXECUTIVE OFFICER STOCK OWNERSHIP GUIDELINES

 

The Board of Directors has approved guidelines for executive officer ownership of the Company’s common stock. The guidelines specify that each executive officer will be expected to attain, within a period of five years from the later of the date of election of the executive officer or the date of adoption of the guidelines, and to maintain thereafter, equity ownership in the Company valued at not less than one times his or her current base salary for executive officers other than our CEO and CFO, two times the current base salary for our CFO, and five times the current base salary for our CEO. Valuation for purposes of the guidelines is to be determined at the higher of cost or current fair market value for shares of the Company’s common stock held outright and shares underlying vested RSUs, MSUs and DPUs then held. Vested stock options are valued on a net after tax basis assuming a 45% marginal tax rate on the stock option value equal to the current market price for the Company’s common stock less the option exercise price.



The Board of Directors believes that the stock ownership guidelines serve to improve alignment of the interests of our executive officers and the Company’s stockholders. At the present time, all of the NEOs have exceeded the expected level of stock ownership.



---

 

As noted above under the heading Equity Compensation, the NEOs receive both time-vesting RSU awards and performance-based vesting MSU and DPU awards. As the RSU and MSU awards vest, shares of the Company’s common stock are issued to the NEOs and these shares may then be sold or retained, subject to the stock ownership guidelines described above.  Vested DPU awards provide for deferred issuance of shares to the NEOs upon termination of employment.  Outstanding unvested RSU and MSU awards held as of August 31, 2017 by the NEOs are set forth, together with outstanding stock options granted for fiscal years prior to 2009 , in the table below under the heading, Outstanding Equity Awards at 2017 Fiscal Year End . All of the NEOs hold Vested DPUs and each of the NEOs, other than M ess r s .   Rembolt and Sewitch , holds vested RSU awards that must be retained until termination of employment as noted above in the footnotes to the tables under the heading, Security Ownership of Directors and Executive Officers .    

 

TAX CONSIDERATIONS



Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) limits the deductibility of compensation payable in any tax year to certain covered executive officers (generally limited to the NEOs, but presently excluding the CFO pursuant to current Treasury Department guidance). Section 162(m) of the Code generally provides that a publicly-held company cannot deduct compensation paid to its most highly paid executive officers to the extent that such compensation exceeds $1 million per officer per taxable year. Compensation that is “performance-based” within the meaning of the Code does not count toward the $1 million limit. Compensation paid in fiscal year 2017 to the NEOs pursuant to the WD-40 Company Performance Incentive Compensation Plan most recently approved by the stockholders at the Company’s 2012 Annual Meeting of Stockholders is intended to qualify as “performance-based” compensation. In addition, vested shares under MSU awards and vested DPU awards are intended to qualify as “performance-based” compensation.



While the Compensation Committee attempts to maximize the deductibility of compensation paid to the NEOs, the Committee retains the flexibility necessary to provide total compensation in line with competitive practice, the Company’s compensation philosophy, and the interests of stockholders. Therefore, the Company may from time to time pay compensation to its executive officers that may not be deductible under Section 162(m) .  



ACCOUNTING CONSIDERATIONS  



We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock awards, and performance-based awards based on the grant date fair value of these awards.  Depending upon the type of performance conditions applicable to performance-based awards, ASC Topic 718 may require the recording of compensation expense over the service period for the award (usually, the vesting period) based on the grant date value (such as for our MSUs) or compensation expense may be recorded based on the expected probability of vesting over the vesting period, subject to adjustment as such probability may vary from period to period (such as for our DPUs). This calculation is performed for accounting purposes and amounts reported in the compensation tables below are based on the compensation expense expected to be recorded over the vesting periods for the awards, determined as of the grant date for the awards.  In the case of our MSUs, the grant date values fix the compensation expense to be recorded over the vesting period.  These amounts are reported in the tables below even though our executive officers may realize more or less value from their awards depending upon the actual level of achievement of the applicable performance measure. In the case of our DPUs, no value is included in the Summary Compensation Table or in the table under the heading, Grants of Plan-Based Awards – Fiscal Year 2017 , because ASC Topic 718 requires that we assess the probability of vesting of the DPUs as of the grant date. As of the grant date, we did not consider it probable that the DPUs would become vested even though it was possible that our executive officers would receive Vested DPUs as of the end of the fiscal year .



---

 



COMPENSATION COMMITTEE REPORT



The Compensation Committee of WD-40 Company’s Board of Directors has reviewed and discussed with management of the Company the Compensation Discussion and Analysis included in this P roxy S tatement and the Company’s annual report on Form 10-K for the year ended August 31, 201 7 , and, based upon that review and discussion, recommended to the board that it be so included.

Compensation Committee

Gregory A. Sandfort, Chair

Peter D. Bewley

Melissa Claassen

Mario L. Crivello

Linda A. Lang

Neal E. Schmale





SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of the Company’s stock, to file with the Securities Exchange Commission initial reports of stock ownership and reports of changes in stock ownership. Reporting persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file.



To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company during the last fiscal year and written representations that no other reports were required, all Section 16(a) requirements were complied with by all persons required to report with respect to the Company’s equity securities during the last fiscal year .  





 

EXECUTIVE COMPENSATION



None of our executive officers has an employment agreement or other arrangement, whether written or unwritten, providing for a term of employment or compensation for services rendered other than under specific plans or programs described herein.



For fiscal year 2017, our executive officers received a base salary amount. B ase salary amounts for the NEOs were established by the Compensation Committee of the Board of Directors at the beginning of the fiscal year. In addition, each employee of the Company, including each executive officer, may receive Incentive Compensation under a Performance Incentive Program established at the beginning of the fiscal year by the Company and, for our executive officers, by the Committee. A complete description of the Performance Incentive Program is provided in the Compensation Discussion and Analysis section of this P roxy S tatement under the heading, Performance Incentive Program . Information regarding the target and maximum potential Incentive Compensation payable under the Performance Incentive Program for fiscal year 2017 is provided below in the table under the heading, Grants of Plan-Based Awards - Fiscal Year 2017 . The actual payouts under the Performance Incentive Program for fiscal year 2017 and further details regarding the program are provided in the Compensation Discussion and Analysis section of this P roxy S tatement.  Our executive officers also received equity compensation in the form of RSUs, MSUs and DPUs , and other compensation benefits for services rendered in fiscal year 2017 as more fully described and reported in the Compensation Discussion and Analysis section of this P roxy S tatement and in the compensation tables below.  As a relative share of reported total compensation for fiscal year 2017, annual salary and earned Incentive Compensation was 58% of total compensation for our CEO and from 64% to 70% of total compensation for the other NEOs .      

30

 

---

 

SUMMARY COMPENSATION TABLE

The following table shows information for the three fiscal years ended August 31, 201 7 , August 31, 201 6 and August 31, 201 5 , concerning the compensation of our CEO, our CFO and the three most highly compensated executive officers other than the CEO and CFO as of the end of fiscal year 201 7 (collectively, the “Named Executive Officers” or “NEOs ”):



Name and Principal Position		Year		Salary		Stock Awards 1		Non-Equity Incentive Plan Compensation 2		All Other Compensation 3		Total
Garry O. Ridge		2017		$    642,416		$      894,031		$    710,091		$    105,791		$       2,352,329
President and		2016		642,416		998,645		963,624		99,946		2,704,631
Chief Executive Officer		2015		642,416		686,446		261,407		99,575		1,689,844

Jay W. Rembolt		2017		$    308,664		$      164,502		$    227,454		$      88,153		$          788,773
Vice President, Finance,		2016		308,664		205,470		308,664		81,601		904,399
Treasurer and Chief Financial Officer		2015		308,664		158,322		75,360		84,973		627,319

Michael L. Freeman		2017		$    332,585		$      164,502		$    245,081		$      99,578		$          841,746
Chief Strategy Officer		2016		332,585		205,470		332,585		86,122		956,762
		2015		332,585		158,322		99,729		87,269		677,905

William B. Noble 4		2017		$    282,560		$      103,497		$    166,574		$      97,096		$          649,727
Managing Director, EMEA		2016		323,145		129,069		258,516		81,792		792,522
		2015		348,976		116,113		-		121,861		586,950

Stanley A. Sewitch		2017		$    244,094		$      141,152		$    143,769		$      72,894		$          601,909
Vice President, Global Organization		2016		236,984		176,085		189,587		70,274		672,930
Development		2015		236,984		116,113		48,158		71,438		472,693




1

Stock Awards other than DPUs for fiscal years 2017, 2016 and 2015 are reported at their grant date fair values. Grant date fair value assumptions and related information is set forth in Note 13 , Stock-based Compensation, to the Company’s financial statements included in the Company’s annual report on Form 10-K filed on October 23 , 2017.  Stock Awards consisting of MSUs awarded in fiscal years 2017, 2016 and 2015 are included based on the value of 100% of the target number of shares of the Company’s common stock to be issued upon achievement of the applicable performance measure. Stock Awards consisting of DPUs awarded in fiscal years 2017, 2016 and 2015 are reported as having no value under applicable disclosure rules and ASC Topic 718 due to the lack of any expected probability of vesting of the DPUs as of the grant date, as discussed above in the Compensation Discussion and Analysis section under the heading, Accounting Considerations . For achievement of the highest level of the applicable performance measure for the MSUs, NEOs   will receive 200% of the target number of shares. For achievement of the highest level of the applicable performance measure for the DPUs, NEOs would receive Vested DPUs covering the maximum number of shares reported for purposes of the table under the heading, Grants of Plan-Based Awards – Fiscal Year 2017 and as described above in the Compensation Discussion and Analysis section under the heading, Equity Compensation .



31

 

---

 

SUMMARY COMPENSATION TABLE (continued)



The following table sets forth the amounts that would have been included for the Stock Awards for fiscal years 2017, 2016 and 2015 for each of the NEOs if the grant date fair values for the MSUs had been based on the maximum number of shares to be received and if the value of the DPUs were included at their grant date fair values based on the maximum number of shares covered by the DPUs :    





	Executive Officer		Year		RSUs		MSUs (Maximum)		DPUs (Maximum)		Total Stock Awards
	Garry O. Ridge		2017		$            460,913		$            866,235		$            476,883		$         1,804,031
			2016		409,637		1,178,016		473,551		2,061,204
			2015		309,963		752,965		316,339		1,379,267

	Jay W. Rembolt		2017		$              84,808		$            159,387		$            152,766		$            396,961
			2016		84,282		242,376		151,642		478,300
			2015		71,490		173,664		91,145		336,299

	Michael L. Freeman		2017		$              84,808		$            159,387		$            164,603		$            408,798
			2016		84,282		242,376		163,460		490,118
			2015		71,490		173,664		98,283		343,437

	William B. Noble		2017		$              53,357		$            100,279		$            127,877		$            281,513
			2016		52,943		152,251		137,178		342,372
			2015		52,431		127,364		108,577		288,372

	Stanley A. Sewitch		2017		$              72,770		$            136,763		$              93,806		$            303,339
			2016		72,229		207,713		93,122		373,064
			2015		52,431		127,364		58,309		238,104






2

Amounts reported as Non-Equity Incentive Plan Compensation represent I ncentive Compensation payouts under the Company’s Performance Incentive Program as described in the narrative preceding the Summary Compensation Table and in the Compensation Discussion and Analysis section of this P roxy S tatement. Threshold, target and maximum payouts for each of the NEOs for fiscal year 201 7 are set forth below in the table under the heading, Grants of Plan-Based Awards - Fiscal Year 201 7 .

3

All Other Compensation for each of the NEOs includes the following items: (i) perquisites and benefits described below; (ii) employer profit sharing and matching contributions to the Company’s 401(k) Profit Sharing Plan for each NEO other than Mr. Noble, a U.K. employer retirement benefit contribution for Mr. Noble; (iii) dividend equivalent amounts paid to each NEO other than M ess r s . Rembolt and Sewitch with respect to RSUs held by those NEOs that are vested and that will not be settled in shares until termination of employment and dividend equivalent amounts payable to each of the NEOs with respect to Vested DPUs ;   (iv) the value of supplemental life insurance benefits received by the NEOs other than M essrs. Noble and Sewitch described below under the heading, Supplemental Death Benefit Plans and Supplemental Insurance Benefits ;   and (v) a taxable payment in the amount of $ 29,228 made to Mr. Noble in lieu of a retirement plan contribution under the U.K. retirement benefit program that would, if contributed to the retirement plan, result in adverse tax consequences to Mr. Noble.  Perquisites and benefits received by each of the NEOs include group medical, dental, vision, wellness and other insurance benefits (“welfare benefit costs”) and vehicle allowance costs which include lease or depreciation expense, fuel, maintenance and insurance costs for each NEO other than Mr. Noble, and a cash allowance and fuel for Mr. Noble.  For fiscal year 2017, the total employer 401(k) profit sharing and matching contributions for each NEO other than M essrs. Noble and Sewitch were $44,167.  For Mr. Sewitch, the employer 401(k) profit sharing and matching contributions were $39,750 . Mr. Noble’s employer retirement benefit contribution was $ 36,024 . Dividend equivalent payments received by and/or payable to the NEOs for fiscal year 2017 were as follows: Mr. Ridge - $ 12,948 ;   Mr. Rembolt - $586; Mr. Freeman - $ 8,136; Mr. Noble - $8,034 ; and Mr. Sewitch - $359.  For fiscal year 2017, the value of supplemental life insurance benefits received by Messrs. Ridge, Rembolt and Freeman were as follows: Mr. Ridge - $4,182; Mr. Rembolt - $ 4,170 ;   and Mr. Freeman - $ 3,462 .   For fiscal year 2017, the welfare benefit costs for each NEO were as follows: Mr. Ridge - $ 28,546 ; Mr. Rembolt - $ 27,178 ; Mr. Freeman - $ 27,077 ; Mr. Noble - $ 9,306 ; and Mr. Sewitch - $21,876 . For fiscal year 2017, the vehicle allowance costs for each NEO were as follows: Mr. Ridge - $ 15,948 ; Mr. Rembolt - $ 12,052 ; Mr. Freeman - $ 16,736 ; Mr. Noble - $ 14,504 ; and Mr. Sewitch - $10,909.

4

Mr. Noble’s Salary, Non-Equity Incentive Plan Compensation and All Other Compensation for each fiscal year have been converted from Great Britain pounds sterling (“GBP”) at average annual exchange rates for the year as follows: for fiscal year 2017 at $ 1.2678 per GBP for fiscal year 2016 at $1.4499 per GBP, and for fiscal year 2015 at $1.5658 per GBP.

32

---

 



GRANTS OF PLAN- BASED AWARDS -   FISCAL YEAR 201 7

 

In December 2007 , the Company’s stockholders approved the WD-40 Company 2007 Stock Incentive Plan   to authorize the issuance of stock-based compensation awards to employees, directors and consultants. In addition to base salary and the Performance Incentive Compensation , for fiscal year 201 7 the executive officers were granted RSU ,   MSU and DPU awards under the Company’ 2007 Stock Incentive Plan. D escription s of the RSU , MSU and DPU awards   are provided above in the Compensation Discussion and Analysis se ction under the heading, Equity Compensation.  



Information concerning the grant of RSU , MSU and DPU awards to the NEOs is provided in the following Grants of Plan-Based Awards table. The table also contains information with respect to Performance Incentive Program opportunity awards for fiscal year 201 7 as described above in the Compensation Discussion and Analysis section under the heading, Performance Incentive Program . The table provides threshold, target and maximum payout information relating to the Company’s fiscal year 201 7 Performance Incentive Program.  



				Estimated Future Payouts Under Non-Equity Incentive Plan Awards 1						Estimated Future Payouts Under Equity Incentive Plan Awards 2
Name		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units 3   (#)		Grant Date Fair Value of Stock and Options Awards 4 ($)
Garry O. Ridge		10/11/2016		$              1		$   481,812		$   963,624
		10/11/2016 (MSU)								2,125		4,250		8,500				$        433,118
		10/11/2016 (RSU)														4,250		$        460,913
		10/11/2016 (DPU)								215				4,311				$                    -

Jay W. Rembolt		10/11/2016		$              1		$   154,332		$   308,664
		10/11/2016 (MSU)								391		782		1,564				$          79,694
		10/11/2016 (RSU)														782		$          84,808
		10/11/2016 (DPU)								69				1,381				$                    -

Michael L. Freeman		10/11/2016		$              1		$   166,293		$   332,585
		10/11/2016 (MSU)								391		782		1,564				$          79,694
		10/11/2016 (RSU)														782		$          84,808
		10/11/2016 (DPU)								74				1,488				$                    -

William B. Noble 5		10/11/2016		$              1		$   113,024		$   226,048
		10/11/2016 (MSU)								246		492		984				$          50,140
		10/11/2016 (RSU)														492		$          53,357
		10/11/2016 (DPU)								57				1,156				$                    -

Stanley A. Sewitch		10/11/2016		$              1		$     97,638		$   195,275
		10/11/2016 (MSU)								335		671		1,342				$          68,382
		10/11/2016 (RSU)														671		$          72,770
		10/11/2016 (DPU)								42				848				$                    -





1

The Estimated Future Payouts Under Non-Equity Incentive Plan Awards represent Threshold, Target and Maximum payouts under the WD-40 Company Performance Incentive Compensation Plan for Incentive Compensation payable for fiscal year 201 7 performance. The Target amount represents fifty percent of the Maximum payout for each NEO. The Maximum amount represents the Incentive Compensation   opportunity for each NEO that assumes full achievement of the performance measures for L evel  A of the Performance Incentive Program (as more fully discussed above in the Compensation Discussion and Analysis section under the heading, Performance Incentive Program ) and attainment by the Company of a level of Global EBITDA sufficient to maximize such payouts under Level C of the Performance Incentive Program .

33

 

---

 

2

The Estimated Future Payouts Under Equity Incentive Plan Awards represent the Threshold, Target and Maximum number of shares to be issued upon performance vesting of MSU and DPU awards as described in the Compensation Discussion and Analysis section under the heading, Equity Compensation . There is no applicable Target number of shares for DPU awards to be earned by the NEOs.

3

All Other Stock Awards represent RSUs described in the Compensation Discussion and Analysis section under the heading, Equity Compensation .

4

Information relating to the amounts disclosed as the Grant Date Fair Value of Stock Awards is included in footnote 1 to the Summary Compensation Table above.

5

The Target and Maximum amounts for Mr. Noble’s Estimated Future Payouts Under Non-Equity Incentive Plan Awards have been converted from Great Britain pounds sterling (“GBP”) at an average annual exchange rate for fiscal year 2017 of $ 1.2678 per GBP.





OUTSTANDING EQUITY AWARDS AT 201 7 FISCAL YEAR END

 

The following table provides detailed information concerning the une xercised stock options and RSU and MSU awards that were not vested as of the end of the last fiscal year for each of the NEOs:





		Option Awards								Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) 1		Market Value of  Shares or Units of Stock That Have Not Vested ($) 2		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) 3		Equity Incentive Plan Awards: Market or Payout Value of  Unearned Shares, Units or Other Rights That Have Not Vested ($) 4
Garry O. Ridge										8,736		$             951,787		26,866		$          2,927,051
		-		-
Total		-		-						8,736		$             951,787		26,866		$          2,927,051

Jay W. Rembolt										1,742		$             189,791		5,580		$             607,941
		3,160		-		$       36.03		10/16/17
Total		3,160		-						1,742		$             189,791		5,580		$             607,941

Michael L. Freeman										1,742		$             189,791		5,580		$             607,941
		-		-
Total		-		-						1,742		$             189,791		5,580		$             607,941

William B. Noble										1,133		$             123,440		3,738		$             407,255
		-		-
Total		-		-						1,133		$             123,440		3,738		$             407,255

Stanley A. Sewitch										1,450		$             157,978		4,512		$             491,582
		-		-
Total		-		-						1,450		$             157,978		4,512		$             491,582




1

Represents RSU awards to the NEOs that were not vested as of the fiscal year end.

2

The Market Value of the RSU awards that were not vested as of the fiscal year end was $ 108.95 per unit, determined by reference to the closing price for the Company’s common stock as of August 31, 201 7 .

3

Represents the maximum   number of shares to be issued with respect to MSU awards granted to the NEOs that were not vested as of the fiscal year end. The maximum   number of shares to be issued with respect to MSU awards equals the number of shares to be issued with respect to the MSU  a wards upon achievement of the highest   le vel of achievement for such MSU   awards as described above in the Compensation Discussion and Analysis section under the heading, Equity Compensation .

4

The Market Value of the maximum   number of shares to be issued with respect to unvested MSU awards at fiscal year end was $ 108.95   per share, determined by reference to the closing price for the Company’s common stock as of August 31, 201 7 .



34

 

---

 

OPTION EXERCISES AND STOCK VESTED -   FISCAL YEAR 201 7



The following table sets forth the number of shares of the Company’s common stock acquired on exercise of stock options in the Company’s last fiscal year and the aggregate dollar value realized on exercise of such stock options for the NEOs. The table also sets forth the number of shares of the Company’s common stock acquired   upon the vesting of RSU   and MSU awards in the Company’s last fiscal year and the aggregate dollar value realized with respect to such vested RSU and MSU   awards.



		Option Awards					Stock Awards
Executive Officer		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise 1 ($)		Number of Shares Acquired on Vesting 2 (#)			Value Realized on Vesting 3 ($)
Garry O. Ridge		-		$	-		13,726		$	1,469,780
Jay W. Rembolt		3,000		$	221,910		3,333		$	356,898
Michael L. Freeman		-		$	-		3,333		$	356,898
William B. Noble		-		$	-		2,412		$	258,277
Stanley A. Sewitch		-		$	-		1,851		$	198,205




1

The Value Realized on Exercise is calculated by subtracting the aggregate exercise price for the shares of the Company’s common stock acquired upon exercise of the stock options from the fair market value price of such shares as of the date of exercise. The fair market value price of each share at exercise is determined by the actual trade price for the share if sold in a cashless exercise transaction, otherwise by the closing price as of the date of exercise.

2

The Number of Shares Acquired on Vesting for each NEO includes shares of the Company’s common stock issued upon vesting of RSU and MSU awards on October 24 , 201 6 .

3

The Value Realized on Vesting for shares of the Company’s common stock issued on October  24 , 201 6 is calculated based on the number of vested RSU and MSU awards multiplied by the closing price of $107.08   for the Company’s common stock as of that date .





NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2017



The following table provides information concerning compensation received by the NEOs that is subject to deferral under applicable RSU and DPU award agreements :    





Executive Officer		Aggregate Earnings in Last FY 1 ($)		Aggregate Balance at Last FYE 2 ($)
Garry O. Ridge		$           (64,399)		$          746,416
Jay W. Rembolt		$             (2,914)		$            33,775
Michael L. Freeman		$           (40,467)		$          469,030
William B. Noble		$           (39,959)		$          463,146
Stanley A. Sewitch		$             (1,786)		$            20,701




1

The Aggregate Earnings in L ast FY   represents the decrease in value from August 31, 2016 to August 31, 2017 of the shares underlying deferred settlement RSUs and Vested DPUs held by each NEO that will be settled in shares of the Company’s common stock following termination of employment as disclosed in footnotes to the table under the heading, Security Ownership of Directors and Executive Officers .  The number of such deferred settlement RSUs and Vested DPUs for each NEO was multiplied by the difference in the closing price of the Company’s common stock on August 31, 2017 of $ 108.95   and August 31, 2016 of $118.35 , a decline in value of $9.40 per share . Amounts included as the Aggregate Earnings in Last FY are not otherwise included as compensation in the Summary Compensation Table for fiscal year 2017.

2

The Aggregate Balance at L ast FYE represents the value as of August 31, 201 7   of the deferred settlement RSUs and Vested DPUs as noted in the footnote above. The value for each deferred settlement RSU and each Vested DPU is based on the closing price of the Company’s co mmon stock as of August 31, 2017 in the amount of $108.95 per share.  The underlying deferred settlement RSUs and Vested DPUs were included in prior disclosures for the NEOs to the extent that the NEOs were included in Summary Compensation Table disclosures for the years in which such awards were first granted to the NEOs.







35

 

---

 

SUPPLEMENTAL DEATH BENEFIT PLANS A ND SUPPLEMENTAL INSURANCE BENEFITS  



The Company maintains Supplemental Death Benefit Plans for the NEOs other than M ess r s . Noble and Sewitch . Under the death benefit plan agreements, the NEO’s designated beneficiary or estate, as applicable, will receive a death benefit equal to the NEO’s then current base salary in the event of his death prior to retirement from the Company. All of the NEOs are also eligible to receive life insurance benefits offered to all employees of the Company and, in the case of Mr. Noble, to all employees of the Company’s U.K. subsidiary.



The death benefits under the Supplemental Death Benefit Plans are not formally funded but the Company has purchased key man life insurance policies owned by the Company to cover its benefit obligations. Non-employee directors do not have death benefit plan agreements.



Based upon their fiscal year 201 7 base salaries, the supplemental death benefit to be provided to the NEOs other than   M ess r s .   Noble   and Mr. Sewitch as of the end of fiscal year 201 7 would have been as set forth in the following table :  





Executive Officer		Death Benefit
Garry O. Ridge		$	642,416
Jay W. Rembolt		$	308,664
Michael L. Freeman		$	332,585
William B. Noble		$	-
Stanley A. Sewitch		$	-










CHANGE OF CONTROL SEVERANCE AGREEMENTS

 

Each executive officer serves at the discretion of the Board of Directors. On February 14, 2006, the Company entered into Change of Control Severance Agreements (“Severance Agreements”) with each of the executive officers identified in the Summary Compensation Table above, with the exception of Messrs. Rembolt and Sewitch . On October 16, 2008, the Company entered into a Severance Agreement with Mr. Rembolt and on October 15, 2014, the Company entered into a Severance Agreement with Mr. Sewitch . The Severance Agreements provide that each executive officer will receive certain severance benefits if his employment is terminated without “Cause” or if he resigns for “Good Reason”, as those terms are defined in the Severance Agreements, within two years after a “Change of Control” as defined in the Severance Agreements and summarized below. If the executive officer’s employment is terminated during the aforementioned two-year period by the Company without “Cause” or by the executive officer for “Good Reason”, the executive officer will be entitled to a lump sum payment (subject to limits provided by reference to Section 280G of the Internal Revenue Code which limits the deductibility of certain payments to executives upon a change in control) of twice the executive officer’s salary, calculated based on the greater of the executive officer’s then current annual salary or a five-year average, plus twice the executive officer’s earned Incentive Compensation, calculated based on the greater of the most recent annual earned Incentive Compensation or a five-year average. Further, any of the executive officer’s outstanding stock options and other equity incentive awards that are not then fully vested (with the exception of DPU awards), will be accelerated and vested in full following such termination of employment within such two-year period and the executive officer will be entitled to continuation of health and welfare benefits under the Company’s then existing benefit plans or equivalent benefits for a period of up to two years from the date of termination of employment. No employment rights or benefits other than the change of control severance benefits described in this paragraph are provided by the Severance Agreements.

 

For purposes of the Severance Agreements and subject to the express provisions and limitations contained therein, a “Change of Control” means a transaction or series of transactions by which a person or persons acting together acquire more than 30% of the Company’s outstanding shares; a change in a majority of the incumbent members of the Company’s Board of Directors as specified in the Severance Agreements, a reorganization, merger or consolidation as specified in the Severance Agreements or a sale of substantially all of the assets or complete liquidation of the Company. As specified more particularly in the Severance Agreements, a “Change of Control” does not include a reorganization, merger or consolidation or a sale or liquidation where a majority of the incumbent members of the Company’s Board of Directors continue in office and more than 60% of the successor company’s shares are owned by the Company’s pre-transaction stockholders.



The Severance Agreements have a term of two years, subject to automatic renewal for successive two year periods unless notice of non-renewal is provided by the Company’s Board of Directors not less than six months prior to the end of the current term. The term of the Severance Agreements will be automatically extended for a term of two years following any “Change of Control.”



36

 

---

 

The following table sets forth the estimated amounts payable to each of the NEOs pursuant to their respective Severance Agreements on the assumption that the employment of each NEO was terminated without “Cause” or otherwise for “Good Reason” effective as of the end of fiscal year 201 7 following a “Change of Control” as provided for in the Severance Agreements. The table also includes the value, as of the end of the fiscal year, of all RSU and MSU awards that were not vested as of the end of fiscal year 201 7 .



Executive Officer		Severance Pay 1		Welfare Benefits 2		Accelerated Vesting of RSUs and MSUs 3		Total Change of Control Severance Benefits
Garry O. Ridge		$                    3,212,080		$                         51,186		$                    2,415,313		$                    5,678,579
Jay W. Rembolt		$                    1,234,656		$                         51,186		$                       493,762		$                    1,779,604
Michael L. Freeman		$                    1,330,340		$                         50,786		$                       493,762		$                    1,874,888
William B. Noble		$                    1,082,152		$                         10,276		$                       327,068		$                    1,419,496
Stanley A. Sewitch		$                       867,362		$                         41,112		$                       403,769		$                    1,312,243


1

For each NEO , Severance Pay includes two times the reported Salary for fiscal year 2017 plus two times the reported Non-Equity Incentive Plan Compensation for fiscal year 2016.

2

For each NEO, Welfare Benefits includes an estimate of the Company’s cost to provide two years of continuation coverage under the Company’s welfare benefit plans, which does not include life insurance or long-term disability insurance.

3

Acceleration of vesting of RSU and MSU awards is governed by applicable provisions of the Severance Agreements and the MSU Award Agreements. The value included for accelerated vesting of RSU and MSU   awar ds equals the value of the RSU and MSU awards that were not vested at $ 108.95   for each RSU and MSU based on the closing price for the Company’s commo n stock as of August 31, 201 7 . M SUs are valued for this purpose based upon the Target Number of shares of the Company’s common stock to be issue d with respect to the M SUs as described above in the Compensation Discussion and Analysis section under the heading, Equity Compensation .

37

 

---

 

 



ITEM NO. 4

APPROVAL OF THE WD-40 COMPANY

2017 PERFORMANCE INCENTIVE COMPENSATION PLAN  



On June 24, 2008, the Board of Directors first adopted the WD-40 Performance Incentive Compensation Plan.   The plan, as amended and restated in 2012, was most recently approved by the stockholders at the Company’s 2012 Annual Meeting of Stockholders. The Board of Directors is seeking stockholder approval of the WD-40 Company 2017 Performance Incentive Compensation Plan (the “Incentive Plan”) to allow Incentive Compensation paid under the Incentive Plan to qualify as deductible “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  The Incentive Plan will be effective as of September 1, 2018   and will continue in effect until August 31, 20 2 3 or until such time as it is extended by re-approval by the stockholders or otherwise terminated by the Compensation Committee (the “Committee”) of the Board of Directors.

Incentive Plan Summary

The following paragraphs provide a summary of the principal features of the Incentive Plan. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the provisions of the Incentive Plan, which is attached to this P roxy S tatement as Appendix A.  Capitalized terms used herein and not defined shall have the same meanings as set forth in the Incentive Plan.

Purpose.  The purpose of the Incentive Plan is to enhance the Company’s ability to attract and retain highly qualified executives and provide such executives with additional financial incentives (referred to herein as “Awards”) to promote the success of the Company and its Subsidiaries. Awards granted under the Incentive Plan are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code.

Eligibility.  Participation in the Incentive Plan is limited to corporate officers of the Company selected by the Committee to participate in the Incentive Plan (collectively “Participants”).  The Participants are intended to include any officer determined to be a “covered employee” of the Company within the meaning of Section 162(m) of the Code.  Although the Incentive Plan is intended to cover such corporate officers, the Company maintains a Performance Incentive P rogram for the payment of Incentive   C ompensation to all Company employees on substantially the same terms are provided for in the Incentive Plan.  The Incentive Plan is formalized to cover the corporate officer Participants and is being submitted to the stockholders for approval in order to qualify the Incentive Plan compensation paid to such Participants as deductible “performance-based compensation” within the meaning of Section 162(m) of the Code.

Administration.  The Incentive Plan will be administered by the Compensation Committee of the Board of Directors.  Except as otherwise provided by the Board of Directors and subject to applicable laws, the Committee has the full and final authority in its discretion to establish rules and take all actions determined by the Committee to be necessary in the administration of the Incentive Plan, including, without limitation, interpreting the terms of the Incentive Plan and any related documents, rules, or regulations and deciding all questions of fact arising in their application.  All decisions, determinations and interpretations of the Committee are final, binding and conclusive on all persons, including the Company, its Subsidiaries, its stockholders, the Participants and their estates and beneficiaries.

Awards.  Within 90 days after the commencement of each fiscal year, the Committee shall select the Participants to whom Incentive   C ompensation (an “Award”) may be paid under the Incentive Plan and establish in writing (i) an objective Performance Goal or Goals for each Participant for the fiscal year based on one or more Performance Measures; (ii) the Award amounts to be paid to each Participant to the extent the specified Performance Goal or Goals are achieved (the “Target Award”); and (i ii ) establish the method by which the Target Award will be calculated.

Performance Measures.  The Performance Goals established by the Committee for Participants are based on the relative achievement of one or more Performance Measures.  The following measures may be selected as Performance Measures:  total shareholder return, s tock price, net customer sales, volume, gross profit, gross margin, operating profit, operating margin, management profit, earnings from continuing operations (including derivatives thereof before interest, taxes, depreciation and/or amortization), earnings per share from continuing operations, net operating profit after tax, net earnings, net earnings per share, brand contribution to earnings, return on assets, return on investment, return on equity, return on invested capital, cost of capital, average capital employed, cash value added, economic value added, cash flow, cash flow from operations, working capital, working capital as a percentage of net customer sales, asset growth, asset turnover, market share, customer satisfaction, and employee satisfaction .

Performance Period.  The period for measurement of relative achievement of the Performance Goals under the Incentive Plan is the Company’s fiscal year and in order to receive the Target Award, a Participant must be employed by the Company or a Subsidiary on August 31 of the applicable fiscal year. 

38

 

---

 

Maximum Award.  The maximum Award that may be paid to any Participant under the Incentive Plan for any fiscal year is $2 million.

Committee Certification.  As soon as practicable after the end of each fiscal year, the Committee will determine the amount of the Awards to be paid to each Participant for the fiscal year based on the relative achievement of the Performance Goals established for each Participant.  The Committee must certify such determination in writing.

Payment of Awards.  All Awards will be paid in cash.  Awards shall be paid to Participants following the Committee’s certification no later than ninety (90) days after the close of the fiscal year.

Non-Transferability of Awards.  Unless otherwise determined by the Committee, an Award granted under the Incentive Plan may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner by any Participant.  During the lifetime of the Participant, payment of an Award shall only be made to such Participant.  The Committee may, however, establish procedures necessary for a Participant to designate a beneficiary to whom any amounts would be payable in the event of the Participant’s death.

Amendment and Termination.  The Committee may at any time suspend, revise, amend or terminate the Incentive Plan, in whole or in part, provided, however, that no amendment that requires stockholder approval in order to maintain qualification of the Awards as performance-based compensation under Section 162(m) of the Code shall be made without such approval.  If changes are made to Section 162(m) of the Code or the related regulations that permit greater flexibility with respect to any Award, the Committee may make adjustments to the Incentive Plan and/or Awards as it deems appropriate.

Benefits to Be Received Upon Stockholder Approval.  If the Incentive Plan is approved by the Company’s stockholders, it will be effective as of September 1, 2018 and Awards will be considered by the Committee for fiscal year 2019 .  Therefore, future Awards under the Incentive Plan, if approved, cannot now be determined.  The Company’s current Performance Incentive P rogram applicable to all Company employees, including the NEOs , is implemented pursuant to the amended and restated Performance Incentive Compensation Plan approved by the stockholders at the Company’s 2012 Annual Meeting of Stockholders .   The Company’s Performance Incentive P rogram is described in further detail above   in the Compensation Discussion and Analysis section und er the heading, Performance Incentive Program .     Information concerning Performance Incentive Compensation awards granted to the NEOs for fiscal year 2017 is set forth in the table above under the heading, Grants of Plan-Based Awards – Fiscal Year 2017 .



Federal Income Tax Consequences

The following is a brief summary of the material U.S. federal income tax consequences associated with Awards granted under the Incentive Plan.  The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a Participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the Participant may reside.

Participants will recognize ordinary income equal to the amount of the Award received in the year of receipt.  That income will be subject to applicable income and employment tax withholding by the Company.  If and to the extent that the Incentive Plan payments satisfy the requirements of Section 162(m) of the Code and otherwise satisfy the requirements of deductibility under federal income tax law, the Company will receive a deduction for the amount constituting ordinary income to the Participant.

Vote Required and Board of Directors’ Recommendation

The affirmative vote of a majority of the shares of common stock represented and entitled to vote at the Annual Meeting is required to approve the Incentive Plan.  The persons designated in the form of proxy accompanying this P roxy S tatement will vote your shares FOR approval unless you include instructions to the contrary. 

The Board of Directors urges stockholders to vote ”FOR” approval of the WD-40 Company 2017 Performance Incentive Compensation Plan.

39

 

---

 



AUDIT COMMITTEE REPORT



Each year the Board of Directors appoints an Audit Committee to fulfill regulatory requirements and to assist the Board in oversight of the Company’s financial reporting, internal control functions , internal audit activities and audit process. Each member of the Audit Committee meets the independence requirements set by the Nasdaq Stock Market.



The responsibilities of the Audit Committee include the selection , appointment and compensation of an independent registered public accounting firm to be hired as the Company’s independent accountants. The Audit Committee is also responsible for recommending to the Board that the Company’s consolidated financial statements be included in its annual report on Form 10 ‑ K.



With respect to the preparation and audit of the Company’s consolidated financial statements, management is responsible for the preparation of the financial statements; the establishment of accounting and financial reporting principles; the establishment of disclosure controls and procedures; the establishment of internal control over financial reporting; the evaluation of the effectiveness of both disclosure controls and procedures and internal control over financial reporting; and the evaluation of changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion as to whether the consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.



The Audit Committee has reviewed the consolidated financial statements of the Company for the fiscal year ended August 31, 201 7 . The Audit Committee has discussed the preparation of the consolidated financial statements with management and with the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, and the Audit Committee has met separately with PricewaterhouseCoopers LLP and with management to discuss issues relating to the preparation and audit of the financial statements.



For the fiscal year ended August 31, 201 7 , management has completed the documentation, testing and evaluation of the Company’s system of internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee has been kept apprised of management’s activities in the completion of such work and evaluation and the Audit Committee has provided oversight and advice with respect to the process undertaken by management. The Audit Committee will continue to oversee such work being undertaken by the Company for the fiscal year ending August 31, 201 8 .  



The Audit Committee has taken the following steps in making its recommendation that the Company’s consolidated financial statements be included in its annual report on Form 10-K for the fiscal year ended August 31, 201 7 :

 

1. At regularly scheduled meetings of the Audit Committee, management and PricewaterhouseCoopers LLP provided periodic reports as to the work undertaken by the Company to complete the documentation, testing and evaluation of the Company’s system of internal control over financial reporting. Upon completion of such work and upon preparation of the Company’s consolidated financial statements for the fiscal year ended August 31, 201 7 , the Audit Committee reviewed a report provided by management on the effectiveness of the Company’s internal control over financial reporting;

2. The Audit Committee discussed with PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm for the fiscal year ended August 31, 201 7 , those matters required to be discussed by Statement on Auditing Standards No. 61 and Public Company Accounting Oversight Board Auditing Standard No. 2, including information concerning the scope and results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing the financial reporting and disclosure process;

3. The Audit Committee discussed with PricewaterhouseCoopers LLP its independence and received from PricewaterhouseCoopers LLP a letter concerning independence as required under applicable independence standards for auditors of public companies. This discussion and disclosure helped the Audit Committee in evaluating such independence;

4. The Audit Committee reviewed and discussed with the Company’s management and PricewaterhouseCoopers LLP the Company’s audited consolidated balance sheet at August 31, 201 7 , and the related consolidated statements of operations, of shareholders’ equity, of comprehensive income and of cash flows for the fiscal year ended August 31, 201 7 ; and

5. The Audit Committee has reviewed PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm and Management’s Report on Internal Control over Financial Reporting included in the Company’s annual report on Form 10-K for the fiscal year ended August 31, 201 7 .  

40

 

---

 

Based on the reviews and discussions explained above, the Audit Committee recommended to the Board that the Company’s consolidated financial statements be included in its annual report on Form 10-K for its fiscal year ended August 31, 201 7 . PricewaterhouseCoopers LLP has been selected to serve as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 201 8 .  



Audit Committee

Daniel T. Carter, Chair

Peter D. Bewley

Eric P. Etchart

Daniel E. Pittard  

Neal E. Schmale





41

 

---

 



IT EM NO. 5

RA T IFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company to audit the consolidated financial statements of the Company for fiscal year 201 8 . Although ratification by stockholders is not required by law, the Audit Committee has determined that it is desirable to request ratification of this selection by the stockholders. Notwithstanding its selection, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders. If the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee may reconsider its selection.



A majority of the votes of the common stock present or represented at the meeting is required for approval. Broker non-votes will be voted in favor of approval. PricewaterhouseCoopers LLP acted as the Company’s independent registered public accounting firm during the past fiscal year and, unless the Audit Committee appoints new independent accountants, PricewaterhouseCoopers LLP will continue to act in such capacity during the current fiscal year. It is anticipated that a representative of PricewaterhouseCoopers LLP will attend the Annual Meeting of Stockholders, will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.



The Audit Committee’s policy is to pre-approve all audit and permissible non-audit products and services provided by the independent registered public accounting firm. These products and services may include audit services, audit-related services, tax services, software and other products or services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent accountants and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent public accountants in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis. The possible effect on the independence of the public accountants is considered by the Audit Committee. There is no direct or indirect understanding or agreement that places a limit on current or future years’ audit fees or permissible non-audit product s and services.



AUDIT FEES



PricewaterhouseCoopers LLP has provided audit services to the Company for each of the past two fiscal years. Audit fees consist of fees for professional services rendered for the audit of the Company’s consolidated annual financial statements, the review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or engagements. The aggregate fees billed to the Company by PricewaterhouseCoopers LLP for audit services performed for the Company for the past two fiscal years were $ 935,112   for the year ended August 31, 201 7 and $ 998 ,179 for the year ended August 31, 2016 .  



AUDIT-RELATED FEES  



Audit-related services consist of assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” Audit-related services billed to the Company by PricewaterhouseCoopers LLP were $ 5,820 for the year ended August 31, 2017 and the fees were associated with discussions, review and testing of certain information related to the adoption of Accounting Standard Update No. 2014-09, “Revenue from Contracts with Customers”, which will be adopted by the Company in fiscal year 2019.  Such fees billed to the Company by PricewaterhouseCoopers LLP were $10,047 for the year ended August 31, 2016 and the services provided were related to technical assistance in connection with the transition of the Company’s U.K. subsidiary to new U.K. generally accepted accounting principles (“GAAP”) .  



TAX FEES



Tax fees consist of tax compliance, tax advice, tax consulting or tax planning services provided by PricewaterhouseCoopers LLP to the Company. The aggregate fees billed to the Company by PricewaterhouseCoopers LLP were   $ 56,480 fo r the year ended August 31, 2016 ,   primarily in con nection with international tax planning consulting services . No such fees were billed to the Company by PricewaterhouseCoopers LLP for the year-ended August 31, 2017.

42

 

---

 

ALL OTHER FEES



Other fees for services provided by PricewaterhouseCoopers LLP for fiscal years 201 7 and 201 6 consisted of fees for access provided by PricewaterhouseCoopers LLP to its online research reference materials. The aggregate fees billed to the Company by PricewaterhouseCoopers LLP for other services performed for the Company were $ 1,800 for both the year ended August 31, 201 7 and the year ended August 31, 201 6 .  



 

STOCKH OLD ER PROPOSALS



Stockholder proposals must be received by the Company no sooner than June 5, 2018 and not later than July 5, 2018 to be included in the P roxy S tatement and form of proxy for the next annual meeting. Any proposal submitted outside of these dates will be considered untimely in order to be considered at the Company’s 201 8 Annual Meeting of Stockholders in accordance with the Company’s Bylaws.

  By Order of the Board of Directors

Richard T. Clampitt

Corporate Secretary

Dated: November 2 , 2017



IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS ARE URGED TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OR FORMS OF PROXY IN THE ENCLOSED ENVELOPE .