WD 40 CO — Board/Management Information 2019

Jun 10, 2019

8-K 1 wdfc-20190610x8k.htm 8-K HTML document created with Certent Disclosure Management 6.29.0.1 Created on: 6/10/2019 1:46:10 PM Q4 FY19 NEO Retirement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____

FORM 8-K

____

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): February 1 , 2019

____

WD-40 COMPANY

(Exact Name of Registrant as specified in its charter )

_

 — Delaware (State or other jurisdiction of incorporation or organization)	000-06936 (Commission File Number)

	9715 Businesspark Avenue, San Diego, California 921 31 (Address of principal executive offices, with zip code)

	(619) 275-1400 (Registrant’s telephone number, including area code)

	n/a (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement c ommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 — Title of each class	Trading Symbol	Name of exchange on which registered
Common stock, par value $0.001 per share	WDFC	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

ITEM 5.02 .	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

	On February 1 , 2019, Michael L. Freeman retired as an officer and employee of WD-40 Company. Immediately prior to his retirement, Mr. Freeman was serving as the Company’s Chief Strategy Officer. Effective as of February 1, 2019, Mr. Freeman was retained to serve as a consultant to the Company for special projects. As compensation for his service as a consultant, he is receiving a fee of $27,000 per month for six months through July 31, 2019. Mr. Freeman is also being reimbursed for the costs associated with the continuation of health, dental and vision insurance benefits under the Company’s health and welfare benefit plans through September 30, 2019. Such insurance benefit costs are consistent with the Welfare Benefit costs described in the Company’s p roxy s tatement Summary Compensation Table disclosures for compensation received by Mr. Freeman during the Company’s fiscal year ended August 31, 2018.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WD-40 Company
	(Registrant)


Date : June 10 , 2019	/s/ JAY W. REMBOLT
	Jay W. Rembolt
	Vice President, Finance
	Treasurer and Chief Financial Officer