WD 40 CO — Proxy Solicitation & Information Statement 2001

Nov 7, 2001

DEF 14A 1 a2061040zdef14a.htm DEF 14A Prepared by MERRILL CORPORATION QuickLinks -- Click here to rapidly navigate through this document

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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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))
/x/	Definitive Proxy Statement
/ /	Definitive Additional Materials
/ /	Soliciting Material Pursuant to §240.14a-12

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WD-40 Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/	No fee required
/ /	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
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number, or the Form or Schedule and the date of its filing.
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	(2)	Form, Schedule or Registration Statement No.:
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end of user-specified TAGGED TABLE ZEQ.=1,SEQ=1,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=996029,FOLIO='blank',FILE='DISK015:[01SAN4.01SAN1914]BA1914A.;2',USER='CBABB',CD='19-OCT-2001;09:29' Generated by Merrill Corporation (www.merrillcorp.com)

PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS December 11, 2001

ZEQ.=1,SEQ=2,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=513637,FOLIO='blank',FILE='DISK015:[01SAN4.01SAN1914]BE1914A.;6',USER='JDICKSO',CD='18-OCT-2001;21:56' Generated by Merrill Corporation (www.merrillcorp.com)

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WD-40 COMPANY 1061 Cudahy Place San Diego, California 92110

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The 2001 Annual Meeting of Stockholders will be held at the Mission Valley Hilton Hotel, 901 Camino del Rio South, San Diego, California 92108, on Tuesday, December 11, 2001, at 2:00 p.m. for the following purposes:

Only the stockholders of record at the close of business on October 12, 2001 are entitled to vote at the meeting.

By Order of the Board of Directors John B. Sidell Secretary

San Diego, California November 9, 2001

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ZEQ.=1,SEQ=3,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=319538,FOLIO='1',FILE='DISK015:[01SAN4.01SAN1914]DE1914A.;5',USER='KSOLTER',CD=';6-NOV-2001;21:43' Generated by Merrill Corporation (www.merrillcorp.com)

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PROXY STATEMENT GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of WD-40 Company for use at its Annual Meeting of Stockholders to be held on December 11, 2001, and at any postponements or adjournments thereof. This Proxy Statement and enclosed form of Proxy are first sent to stockholders on or about November 9, 2001.

At the meeting, the stockholders of WD-40 Company will vote to (i) elect the Board of Directors for the ensuing year and (ii) ratify the selection of PricewaterhouseCoopers LLP as the Company's independent accountants. Detailed information concerning these matters is set forth below. Management knows of no other business to come before the meeting.

The close of business on October 12, 2001 is the record date for stockholders entitled to notice of and to vote at the Annual Meeting of Stockholders of WD-40 Company. On October 12, 2001, WD-40 Company had outstanding 15,723,096 shares of $.001 par value common stock. Stockholders of record entitled to vote at the meeting will have one vote for each share so held on the matters to be voted upon. A majority of the outstanding shares will constitute a quorum at the meeting. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum.

If the enclosed form of Proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the instructions specified thereon. Except as described herein with respect to broker non-votes, if no specification is made, the shares will be voted by the proxy holder as set forth on the Proxy. A Proxy may be revoked by attendance at the meeting or by filing a Proxy bearing a later date with the Secretary of the Company.

The cost of soliciting proxies will be borne by the Company. Solicitations other than by mail may be made by telephone or in person by employees of the Company for which the expense will be nominal.

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.

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Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership October 12, 2001		Percent of Class
Mario L. Crivello San Diego, California	963,053	1	5.4 %

end of user-specified TAGGED TABLE 1 Mr. Crivello has sole voting and investment power over 851,057 shares held in trust for the benefit of his mother and remainder beneficiaries. He also has sole voting and investment power over 14,780 shares held as custodian for children and 97,216 shares held directly.

2

ZEQ.=1,SEQ=4,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=449209,FOLIO='2',FILE='DISK015:[01SAN4.01SAN1914]DG1914A.;8',USER='JDICKSO',CD='18-OCT-2001;22:00'

ITEM NO. 1 NOMINEES FOR ELECTION AS DIRECTORS AND SECURITY OWNERSHIP OF MANAGEMENT

Unless marked to the contrary, the Proxies received will be voted for the election of the 10 nominees named below to serve 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, his or her Proxy 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 the greatest number of votes cast for the election of Directors by the shares present, in person or by proxy, shall be elected Directors. Holders of common stock are not entitled to cumulate their votes in the election of Directors. Withheld votes and broker non-votes (which are treated as "withheld" votes) are not counted as votes in favor of any nominee. Since the 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 2 of the Bylaws of the Company, approved by stockholders on December 14, 1999, provides that the authorized number of Directors of the Company shall be not less than nine nor more than twelve until changed by amendment of the Articles 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 bylaw or amendment thereof duly adopted by the stockholders or by the Board of Directors. The number of Directors was fixed at ten by resolution of the Board of Directors on September 25, 2001.

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ZEQ.=2,SEQ=5,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=148398,FOLIO='3',FILE='DISK015:[01SAN4.01SAN1914]DG1914A.;8',USER='JDICKSO',CD='18-OCT-2001;22:00' Generated by Merrill Corporation (www.merrillcorp.com)

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Security Ownership of Directors and Executive Officers

The following table sets forth certain information, including beneficial ownership of the Company's common stock, for the ten nominees, for the executive officers named in the Summary Compensation Table on Page 9, and for all Directors and executive officers as a group. Harlan F. Harmsen retired from the Board of Directors on September 25, 2001.

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Nominee	Age	Principal Occupation	Director Since	Amount and Nature of Beneficial Ownership October 12, 2001 1 — Number		Percent of Class
John C. Adams, Jr.	53	Investor; Former Chairman and CEO, AutoZone, Inc.	2001	750		*
Mario L. Crivello	61	Investor	1994	963,026	2	5.4 %
Daniel W. Derbes	71	Chairman, WD-40 Company President, Signal Ventures	1984	7,600		*
Jack L. Heckel	70	Retired; Former President and Chief Operating Officer, GenCorp	1989	5,430		*
Gary L. Luick	61	Consultant	2000	700		*
Kenneth E. Olson	65	Retired; Former Chairman and CEO, Proxima Corporation	2000	3,000		*
Garry O. Ridge	45	President and CEO, WD-40 Company	1997	114,662	3	*
Gerald C. Schleif	66	Retired, Former President and CEO, WD-40 Company	1989	35,238		*
Neal E. Schmale	55	Executive Vice President and CFO, Sempra Energy	2001	750		*
Edward J. Walsh	69	President, The Sparta Group, Ltd.	1988	3,950		*
Executive Officers
Michael L. Freeman	48	Vice President Operations and Chief Information Officer, WD-40 Company	N/A	55,447	4	*
Michael J. Irwin	38	Senior Vice President, Chief Financial Officer and Treasurer, WD-40 Company	N/A	44,436	5	*
Graham P. Milner	47	Senior Vice President, The Americas, WD-40 Company	N/A	65,395	6	*
William B. Noble	43	Managing Director Europe, WD-40 Company Ltd. (U.K.)	N/A	56,900	7	*
All Directors and Executive Officers as a Group				1,404,284	8	8.7 %

end of user-specified TAGGED TABLE * Less than one (1) percent.

4

ZEQ.=1,SEQ=6,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=172437,FOLIO='4',FILE='DISK015:[01SAN4.01SAN1914]DI1914A.;11',USER='JDICKSO',CD='18-OCT-2001;22:45' 1 All shares owned directly unless otherwise indicated. 2 Mr. Crivello has sole voting and investment power over 851,057 shares held in trust for the benefit of his mother and remainder beneficiaries. He also has sole voting and investment power over 14,780 shares held as custodian for children and 97,216 shares held directly. 3 Mr. Ridge has the right to acquire 103,421 shares upon exercise of stock options. Mr. Ridge has voting power over 810 shares held under the Company's 401(k) Plan. 4 Mr. Freeman has the right to acquire 51,550 shares upon exercise of stock options. Mr. Freeman has voting power over 1,097 shares held under the Company's 401(k) Plan. 5 Mr. Irwin has the right to acquire 41,800 shares upon exercise of stock options and he has voting power over 636 shares held under the Company's 401(k) Plan. 6 Mr. Milner has the right to acquire 62,418 shares upon exercise of stock options. Mr. Milner has voting power over 1,121 shares held under the Company's 401(k) Plan. 7 Mr. Noble has the right to acquire 56,600 shares upon exercise of stock options. 8 Total includes the rights of executive officers to acquire 362,489 shares upon exercise of stock options and also includes 3,664 shares held under the Company's 401(k) Plan over which individual executive officers have voting power.

Nominees for Election as Directors

John C. Adams, Jr. was elected to the Board of Directors on June 26, 2001. Mr. Adams served as President and Chief Executive Officer of AutoZone, Inc. from 1996 until 1998, then serving as Chairman and Chief Executive Office from 1998 to 2001. He previously served as President of the Miami division of Malone & Hyde, Inc., AutoZone's former parent company from 1984 until 1990. Mr. Adams was an owner of Nicotiana Enterprises, Inc., a food distribution company, from 1990 until 1995.

Mario L. Crivello was elected to the Board of Directors in 1994 following the death of his father, Sam Crivello, a Company founder. Mr. Crivello is retired, having been the managing owner and master of Tuna Purse Seiners.

Daniel W. Derbes was elected to the Board of Directors in 1984 and named Chairman of the Board on September 26, 2000. He is President of Signal Ventures, a venture capital firm. Mr. Derbes served as President of Allied-Signal International, Inc. and Executive Vice President of the parent corporation until his retirement in 1988. Mr. Derbes is also a director of Sempra Energy (and its subsidiaries, San Diego Gas & Electric Company, Pacific Enterprises, Enova Corporation and Southern California Gas Co.)

Jack L. Heckel was elected to the Board of Directors in 1984. He served as President and Chief Operating Officer of GenCorp from 1987 through 1993. He was named President of Aerojet General (a division of GenCorp) in 1981 and was elected Chairman of the Board in 1984. Mr. Heckel joined Aerojet General in 1956 and served as a Group Vice President from 1977 through 1981. Mr. Heckel is also a director of Advanced Tissue Sciences, Inc. and APW, Ltd.

Gary L. Luick was elected to the Board of Directors in 2000. Mr. Luick was the President and CEO of Clickgarden, Inc., an internet software company, from 2000 to 2001. From 1989 through 1996 he served as President and CEO of GTI Corp., a networking products company, and he was President and CEO of Coded Communications, a wireless networking company, from 1997 to 1998.

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ZEQ.=2,SEQ=7,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=757192,FOLIO='5',FILE='DISK015:[01SAN4.01SAN1914]DI1914A.;11',USER='JDICKSO',CD='18-OCT-2001;22:45'

Kenneth E. Olson was elected to the Board of Directors in 2000. Mr. Olson served as Chairman and CEO of Proxima Corporation, an electronic projection products company, from 1990 to 1998. He is a director of Avanir Pharmaceuticals.

Garry O. Ridge joined WD-40 Company in 1987 as Managing Director, 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 September 1994 as Director International Operations and was elected Vice President—International in June 1995. He was elected to the position of Executive Vice President/Chief Operating Officer in December 1996 and he was named President and Chief Executive Officer as of October 1, 1997. He was also elected to the Board of Directors on November 25, 1997. Prior to joining WD-40 Company Mr. Ridge was Managing Director 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 until 1988.

Gerald C. Schleif joined WD-40 Company in 1969 as Marketing Manager. Mr. Schleif served as Chief Executive Officer from 1992 and as Company President from 1990 through September 1997. He held the offices of Vice President-Marketing, Executive Vice President, Treasurer and Chief Operating Officer. Mr. Schleif has been a Director since 1989.

Neal E. Schmale was elected to the Board of Directors on June 26, 2001. Mr. Schmale has served as Executive Vice President and CFO of Sempra Energy since 1998. Previously, he was CFO of Unocal Corporation from 1994 to 1997 and president of its Petroleum Products and Chemicals division from 1992 until 1994. Mr. Schmale is also a member of the California Bar Association.

Edward J. Walsh was elected to the Board of Directors in 1988. He is President of The Sparta Group, Ltd., a business consulting organization. Mr. Walsh was employed by The Dial Corporation and its predecessor, Armour-Dial Corporation, for 27 years, serving as its President and Chief Executive Officer from 1984 to 1987. He is also a director of Gumtech International, Inc. and Nortrust of Arizona Holding Corporation.

Compensation, Committees and Meetings of the Board of Directors

Each outside director receives an annual fee of $15,000, payable in quarterly installments. The Chairman of the Board receives an annual fee of $18,000. Outside directors receive an additional fee of $500 for attendance at committee meetings and committee chairpersons receive $750 for each meeting. The Company maintains a Non-Employee Director Restricted Stock Plan providing for the issuance of 350 shares of restricted common stock of the Company to each non-employee member of the Board of Directors in lieu of $5,000 of cash compensation. The issuance of shares in lieu of cash compensation is mandatory for any director who does not hold shares of the Company having a fair market value of at least $50,000 and optional for all other directors. Pursuant to an amendment to the plan adopted in June 2000, any director may elect to receive 1,000 shares of restricted common stock in lieu of their full annual compensation, excluding compensation for attendance at committee meetings. The shares do not become vested for resale for a period of five years except in the event of death or retirement from the Board. The number of shares to be issued will be reviewed annually to account for changes in the price of the shares on the open market.

There were four scheduled meetings and two special meetings of the Board of Directors during the last fiscal year. All directors 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 has a Corporate Governance Committee, a Compensation Committee and an Audit Committee.

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ZEQ.=3,SEQ=8,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=310397,FOLIO='6',FILE='DISK015:[01SAN4.01SAN1914]DI1914A.;11',USER='JDICKSO',CD='18-OCT-2001;22:45'

The Corporate Governance Committee is comprised of Kenneth E. Olson (Chairman), Daniel W. Derbes, Garry O. Ridge and Edward J. Walsh. Four meetings were held during the last fiscal year. The Corporate Governance Committee was established to provide for regular evaluation of succession plans and the performance, independence, qualifications and integrity of both the Board of Directors and the management of the Company. The Corporate Governance Committee also serves as a nominating committee for the Board of Directors.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised of Edward J. Walsh (Chairman), Mario L. Crivello, Jack L. Heckel and Gary L. Luick, all of whom are outside directors.

The function of the Compensation Committee is to provide guidance to the Board of Directors and oversight for all executive compensation and benefit programs. The Committee provides recommendations for base salary and incentive compensation awards for the CEO and executive officers. The Compensation Committee also serves as the Stock Option Committee with authority to grant options and administer the Company's Incentive Stock Option Plans. The Compensation Committee met twice during the last fiscal year.

Audit Committee

The Audit Committee is comprised of Jack L. Heckel (Chairman), Gary L. Luick, Gerald C. Schleif and Neal E. Schmale. Three meetings were held during the last fiscal year to consider the annual audit and other audit services and to review the audit with the independent accountants after its completion. The Audit Committee also provides its recommendations to the full Board of Directors with respect to the selection and appointment of independent accountants for the Company.

The Board of Directors has adopted an Audit Committee Charter, a copy of which is attached as Appendix A to this Proxy Statement.

AUDIT COMMITTEE REPORT

Each year the Board of Directors appoints an Audit Committee to review the Company's financial matters. Each member of the Audit Committee meets the independence requirements set by the Nasdaq Stock Market. The responsibilities of the Audit Committee include recommending to the Board an 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 financial statements be included in its annual report on Form 10-K. The Audit Committee has taken the following steps in making its recommendation that the Company's financial statements be included in its annual report on Form 10-K:

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ZEQ.=4,SEQ=9,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=677665,FOLIO='7',FILE='DISK015:[01SAN4.01SAN1914]DI1914A.;11',USER='JDICKSO',CD='18-OCT-2001;22:45'

Based on the reviews and discussions explained above, the Audit Committee recommended to the Board that the Company's financial statements be included in its annual report on Form 10-K for its fiscal year ended August 31, 2001. The Audit Committee also recommended to the Board the selection of PricewaterhouseCoopers LLP to serve as the Company's independent auditors for the fiscal year ending August 31, 2002.

Jack L. Heckel (Chairman) Gary L. Luick Gerald C. Schleif Neal E. Schmale

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 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 stock during the last fiscal year.

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ZEQ.=5,SEQ=10,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=151747,FOLIO='8',FILE='DISK015:[01SAN4.01SAN1914]DI1914A.;11',USER='JDICKSO',CD='18-OCT-2001;22:45' Generated by Merrill Corporation (www.merrillcorp.com)

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EXECUTIVE COMPENSATION

The following table shows information for the three (3) fiscal years ended August 31, 2001 concerning the Company's Chief Executive Officer ("CEO") and the four most highly compensated executive officers other than the CEO.

Summary Compensation Table 1

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		Annual Compensation		Long Term Compensation Awards	All Other Compensation 2
Name and Principal Position	Fiscal Year Ended Aug. 31
		Salary ($)	Bonus ($)	Stock Options (#)	($)
Garry O. Ridge President and Chief Executive Officer	2001 2000 1999	$ 325,000 295,000 275,000	$ -0- 150,450 106,650	40,000 20,000 16,000	$ 27,778 26,000 26,000	3
Michael J. Irwin Chief Financial Officer	2001 2000 1999	$ 147,000 112,000 103,000	$ -0- 31,596 23,313	20,000 6,000 6,000	$ 25,811 24,160 22,830	4
Graham P. Milner Senior Vice President, The Americas	2001 2000 1999	$ 174,000 159,500 149,000	$ -0- 59,015 35,150	20,000 10,000 6,000	$ 27,778 26,000 26,000	3
Michael L. Freeman Vice President Operations and Chief Information Officer	2001 2000 1999	$ 165,000 154,000 143,800	$ -0- 56,980 33,750	20,000 10,000 6,000	$ 27,444 26,000 26,000	5
William B. Noble 6 Managing Director Europe WD-40 Company Ltd. (U.K.)	2001 2000 1999	$ 172,600 176,200 172,850	$ -0- 47,600 57,600	20,000 10,000 6,000	$ -0- -0- -0-

end of user-specified TAGGED TABLE 1 No information for Other Annual Compensation, Restricted Stock Awards or Long Term Incentive Payouts has been provided because there was no such reportable compensation awarded to, earned by or paid to the individuals named. 2 All Other Compensation includes employer contributions to the Company's Money Purchase Pension Plan, Profit Sharing Plan and 401(k) Plan. 3 Includes $25,000 in contributions to the Company's Money Purchase Pension Plan and Profit Sharing Plan and $2,778 in matching contributions to the Company's 401(k) Plan. 4 Includes $22,050 in contributions to the Company's Money Purchase Pension Plan and Profit Sharing Plan and $3,761 in matching contributions to the Company's 401(k) Plan. 5 Includes $24,500 in contributions to the Company's Money Purchase Pension Plan and Profit Sharing Plan and $2,944 in matching contributions to the Company's 401(k) Plan. 6 Mr. Noble is employed by the Company's U.K. subsidiary. Compensation amounts have been converted to U.S. Dollars at average annual exchange rates for each year.

9

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Stock Options

The following table sets forth stock options granted pursuant to the Restated WD-40 Company 1990 Incentive Stock Option Plan during the last fiscal year to each of the Company's executive officers named in the Summary Compensation Table above.

Option Grants in Last Fiscal Year

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Name	Options Granted (#)	Percent of Total Options Granted to Employees in Fiscal Year 2001	Exercise Price ($/Sh)	Expiration Date	Grant Date Value
Garry O. Ridge 1	40,000 20,000	5.5% 2.8	$ 20.81 18.08	9/26/2010 4/27/2011	$ 230,400 100,600	2 3
Michael J. Irwin 4	20,000 15,000	2.8 2.1	20.81 18.08	9/26/2010 4/27/2011	115,200 75,450	2 3
Graham P. Milner 5	20,000 15,000	2.8 2.1	20.81 18.08	9/26/2010 4/27/2011	115,200 75,450	2 3
Michael L. Freeman 6	20,000 15,000	2.8 2.1	20.81 18.08	9/26/2010 4/27/2011	115,200 75,450	2 3
William B. Noble 7	20,000	2.8	20.81	9/26/2010	115,200	2

end of user-specified TAGGED TABLE 1 Mr. Ridge's options are non-qualified stock options exercisable as to 40,000 shares on September 26, 2001 and as to 20,000 shares on April 27, 2002. 2 The Grant Date Value of $5.76 per share has been determined using the Black-Scholes Option Valuation model. The following assumptions were used in determining the value: (i) a dividend yield of 6.15%; (ii) expected volatility of .4473; (iii) a ten-year risk-free rate of return of 5.81%; and (iv) exercise ten years from the grant date. 3 The Grant Date Value of $5.03 per share has been determined using the Black-Scholes Option Valuation model. The following assumptions were used in determining the value: (i) a dividend yield of 5.975%; (ii) expected volatility of .4473; (iii) a ten-year risk-free rate of return of 5.34%; and (iv) exercise ten years from the grant date. 4 Mr. Irwin received incentive stock options as to 4,804 shares and non-qualified stock options as to 15,196 shares, all of which are exercisable in full on September 26, 2001. Mr. Irwin also received non-qualified stock options for 15,000 shares exercisable in full on April 27, 2002. 5 Mr. Milner received incentive stock options as to 4,804 shares and non-qualified stock options as to 15,196 shares, all of which are exercisable in full on September 26, 2001. Mr. Milner also received non-qualified stock options for 15,000 shares exercisable in full on April 27, 2002. 6 Mr. Freeman received incentive stock options as to 4,804 shares and non-qualified stock options as to 15,196 shares, all of which are exercisable in full on September 26, 2001. Mr. Freeman also received non-qualified stock options for 15,000 shares exercisable in full on April 27, 2002. 7 Mr. Noble's options are non-qualified options exercisable in full on September 26, 2001.

The options may be exercised for cash or in lieu of cash, an option holder may tender shares of the Company's common stock previously held by the option holder. In permitting the exchange of stock upon exercise of options, the 1990 Incentive Stock Option Plan restricts the exercise of options with previously owned stock to shares held for a minimum of six months.

10

ZEQ.=2,SEQ=12,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=794283,FOLIO='10',FILE='DISK015:[01SAN4.01SAN1914]DK1914A.;33',USER='CBABB',CD=';7-NOV-2001;12:57'

The following table sets forth the number of shares acquired on exercise of stock options in the Company's last fiscal year, the aggregate dollar value realized on exercise of such options and the number and dollar value of unexercised options as of August 31, 2001 for the Company's executive officers named in the Summary Compensation Table above.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values

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Name	Shares Acquired on Exercise (#)	Value Realized ($)	Number of Unexercised Options at August 31, 2001 (#) 1		Value of Unexercised In-the-Money Options at August 31, 2001 2
			Exercisable	Unexercisable	Exercisable	Unexercisable
Garry O. Ridge	-0-	$ -0-	63,421	70,629	$ -0-	$ 55,600
Michael J. Irwin	-0-	-0-	21,800	35,000	-0-	41,530
Graham P. Milner	-0-	-0-	42,418	35,000	1,675	41,530
Michael L. Freeman	-0-	-0-	31,550	35,000	-0-	41,530
William B. Noble	-0-	-0-	36,600	20,000	-0-	340

end of user-specified TAGGED TABLE 1 All historical option grant information has been adjusted to account for the 2 for 1 stock split on July 11, 1997. 2 The value of Unexercised In-the-Money Options at August 31, 2001 was determined based on the difference between the exercise price for such options and the closing price of $20.83 for the Company's shares as reported by The Nasdaq Stock Market.

Supplemental Death and Retirement Benefit Plans

Since 1984 the Board of Directors has adopted Supplemental Death Benefit Plans for certain key employees. Under the Death Benefit Plan agreements, a participating employee's designated beneficiary or the employee's estate will receive a death benefit equal to the employee's then current base salary in the event of death prior to retirement from the Company. No death benefit is payable if retirement benefits become due upon the employee's retirement under the Retirement Benefit Plan agreement.

Since 1988 the Board of Directors has adopted Supplemental Retirement Benefit Plans for certain key employees. Under the Retirement Benefit Plan agreements, participating employees will receive retirement benefits in the event of the participant's retirement on or after a designated retirement date. The annual retirement benefit for participating employees will be equal to twenty-five percent (25%) of the employee's then current base salary, payable in quarterly installments over a period of fifteen years.

All benefits under the plans will be subject to payroll taxes and required withholding for state and federal income taxes as deferred compensation. The benefits are funded by key man life insurance policies purchased and owned by the Company. The Board of Directors determines which key employees will participate in the plans and the amount of benefits payable for each participant. Outside directors do not participate in the plans.

11

ZEQ.=3,SEQ=13,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=801463,FOLIO='11',FILE='DISK015:[01SAN4.01SAN1914]DK1914A.;33',USER='CBABB',CD=';7-NOV-2001;12:57'

Based upon current (2002) base salaries, the death benefits and annual retirement benefits to be provided under the plans to the executive officers named in the Summary Compensation Table above are set forth below. The retirement benefit will not be payable unless the executive officer retires with the Company on or after reaching the specified retirement age. In such event, the actual amount of the annual benefit will be dependent upon the executive's then current annual salary.

User-specified TAGGED TABLE

Name	Death Benefit	Annual Retirement Benefit	Retirement Age
Garry O. Ridge	$ 362,375	$ 90,600	65
Michael J. Irwin	189,000	47,250	65
Graham P. Milner	187,050	46,750	65
Michael L. Freeman	180,000	45,000	65
William B. Noble	-0-	46,150	65

end of user-specified TAGGED TABLE

Employment Agreements

The Company has entered into employment agreements with Mr. Ridge, Mr. Irwin, Mr. Milner, Mr. Freeman and Mr. Noble for three year terms. Mr. Ridge's contract term ends on August 1, 2002 and each of the other officers have contracts for terms ending July 9, 2004. Each employment contract is subject to renewal for additional three year terms unless otherwise provided by the Board of Directors. Mr. Ridge's contract provides for an annual base salary of at least $275,000. The contracts for Mr. Irwin, Mr. Milner, Mr. Freeman and Mr. Noble provide for minimum annual base salaries of $180,000, $174,000, $165,000 and 120,000 British Pounds, respectively. Each of the officers will receive such incentive bonuses as may be awarded from time to time by the Board of Directors based upon the Company's annually established bonus formula. In the event of a termination of employment without cause following a change of control of the Company (defined as the acquisition by tender offer, or other means of change of ownership, of 15% of the outstanding shares of the Company by a single entity, group or person), each executive officer would be entitled to receive an amount equal to three times their average annual gross salary, including bonuses, for the five years immediately prior to such termination of employment. In no event will the payments exceed the limitations of Internal Revenue Code Section 280G(d)(2) which limit the deductibility of certain payments to executives upon changes in control.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The compensation philosophy of the Company is to be competitive in the marketplace to attract, retain, and motivate a highly qualified workforce. The Company uses compensation surveys, conducted by independent consultants, to provide data to support the development of competitive compensation plans which reinforce this philosophy. The Compensation Committee of the Board of Directors (the "Committee") determines compensation for the CEO and executive officers. The Committee also serves as the Stock Option Committee under the Company's 1990 Incentive Stock Option Plan. In evaluating the CEO's performance, the Committee will measure the year's results against the specific goals set forth in the annual business plan. In addition to financial performance, the Committee considers factors important to the Company such as ethical business conduct, environmental responsiveness, and the general overall perception of the Company by financial and business leaders.

The Committee is responsible for setting and administering the policies which govern executive compensation and the stock ownership programs of the Company. The members of the Committee are Edward J. Walsh (Chairman), Mario L. Crivello, Jack L. Heckel and Gary L. Luick.

12

ZEQ.=4,SEQ=14,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=755546,FOLIO='12',FILE='DISK015:[01SAN4.01SAN1914]DK1914A.;33',USER='CBABB',CD=';7-NOV-2001;12:57'

Compensation of the CEO and the CEO's recommendations for the executive officers is reviewed annually by the Committee. Changes proposed for executive officers are evaluated and approved by the Committee on an individual basis. As management responsibilities increase, a greater portion of compensation is driven by financial performance measures.

There are four components in the Company's executive compensation program:

The Committee has determined that compensation for the CEO and other executive officers should be weighted more heavily in favor of performance factors. Annual Performance Incentives could range between 0-50% of total cash compensation based on the level of achievement of the current fiscal year's business plan goals.

Base Salary

Base salaries for the CEO and executive officers are established at the beginning of each fiscal year. Detailed position descriptions, scope and complexity of the position as well as external market factors are used to determine base salary levels. Independent compensation surveys such as Wyatt Data Services are the basis for these comparables, and base salary levels are pegged at the 50-75th percentile for similar companies. The companies included in these surveys do not necessarily include any of the companies included in the Peer Group identified with reference to the Stock Performance Graph that follows this report. Salary changes are based on guidelines established for all employees using individual performance and comparable adjustments from midpoint levels for the various job classifications. Mr. Ridge's base salary for fiscal year 2001 was $325,000. For fiscal year 2002 Mr. Ridge will receive a base salary of $362,375, an increase of 11.5%.

Performance Incentive

The Performance Incentive is that substantial portion of the annual compensation for each executive officer that is related to and contingent upon the individual's contribution and performance and upon the performance of the Company as a whole. Consideration is also given to the performance of any business units under his or her management. The Performance Incentive bonus can range anywhere from 0-50% of total compensation based primarily on the level of business plan achievement. In this way, the Company seeks to encourage continuing focus on increasing the Company's revenue and profitability and stockholder value, while at the same time motivating its executive officers to perform to the fullest extent of their abilities. Neither Mr. Ridge nor any of the other executive officers received Performance Incentive compensation for fiscal year 2001.

Pension and Profit Sharing Plans

Since 1963 the Company has maintained tax qualified Pension and Profit Sharing Plans for the benefit of all full time employees, including executive officers. The Company's present Plans include a Money Purchase Pension Plan providing for required contributions for participating employees equal to 10% of their covered compensation, a Profit Sharing Plan providing for discretionary contributions which will be generally limited to 5% of covered compensation and a 401(k) Plan which allows employees to

13

ZEQ.=5,SEQ=15,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=29913,FOLIO='13',FILE='DISK015:[01SAN4.01SAN1914]DK1914A.;33',USER='CBABB',CD=';7-NOV-2001;12:57'

defer up to 6.6% of covered compensation and provides a matching contribution equal to one-half of the amounts deferred. The Plans serve to provide Company employees with tax-advantaged retirement savings and to focus the attention of employees on profits and the effective use of assets.

Long-Term Stock Options

The Company has employed stock options as a means of providing long-term compensation to its key employees for many years. Options are granted at the beginning of each fiscal year to executive officers and other employees based upon the level of management responsibility. Option grants are not generally based on prior performance or results of operations. The Company's Stock Option Plan has been established to:

For fiscal year 2002, the Stock Option Committee granted options to purchase a total of 261,650 shares to 103 company employees at $20.75 per share on September 25, 2001. In 1997 the Board of Directors significantly increased the number of employees participating in the Stock Option Plan. This increase was due to increased employment as well as a decision to broaden the scope of the Plan to include lower level management employees. The Board of Directors believes that wider participation will further enhance employee productivity, loyalty and commitment as well as providing more employees with an opportunity to benefit from increasing share values.

Following the Company's acquisition of HPD Holdings Corp. and HPD Laboratories, Inc. ("Global Household Brands"), on June 5, 2001 the Stock Option Committee granted options to purchase a total of 235,700 shares at $19.65 per share to employees of the Company, including many of the new Global Household Brands employees. The Stock Option Committee also granted options to purchase a total of 82,000 shares to certain executive officers and key Global Household Brands employees at $18.08 per share on April 27, 2001.

On September 25, 2001 Mr. Ridge received options to purchase 30,000 shares. Options granted in September 2000 and April 2001 to Mr. Ridge and the executive officers are set forth in the Stock Option Table included above.

The Committee believes the Company has a unique overall compensation plan which fulfills current Company philosophy and which historically has been successful in producing increased stockholder value.

Edward J. Walsh (Chairman) Mario L. Crivello Jack L. Heckel Gary L. Luick

14

ZEQ.=6,SEQ=16,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=449308,FOLIO='14',FILE='DISK015:[01SAN4.01SAN1914]DK1914A.;33',USER='CBABB',CD=';7-NOV-2001;12:57' Generated by Merrill Corporation (www.merrillcorp.com)

TOC_END

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on the Company's Common Shares with the cumulative total return of a Peer Group of consumer product companies and the Standard & Poor's 500 Composite Stock Index (the "S&P 500 Index") for the five fiscal years ending August 31, 2001. The comparison assumes $100 invested on August 31, 1996 in the Company's Common Shares and in each of the indices.

COMPARISON OF FIVE-YEAR CUMULATIVE RETURNS WD-40 Company, a Peer Group and the S&P 500 Index

User-specified TAGGED TABLE

	Year Ended August 31, — 1996	1997	1998	1999	2000	2001
WD-40 Company	100.00	127.76	100.02	123.94	104.13	118.71
Peer Group	100.00	137.64	125.07	148.02	118.09	151.94
S&P 500 Index	100.00	140.65	152.03	212.58	247.27	186.97

end of user-specified TAGGED TABLE

The Peer Group returns are based upon beginning-of-year market capitalization weighting of the cumulative returns for the following 13 consumer product companies: Alberto-Culver Co., Church & Dwight, Inc., Enesco Group, Inc., Kimball International, Lancaster Colony Corp., La-Z-Boy Chair Co., National Presto Industries, Inc., NCH Corp., Oneida Ltd., RPM Inc.-Ohio, Royal Appliance Manufacturing Co., Scotts Company and Valspar Corp. Wynn's International, Inc., a former member of the Peer Group, was acquired by Parker-Hannifin Corp. on July 21, 2000.

15

ZEQ.=1,SEQ=17,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=351880,FOLIO='15',FILE='DISK015:[01SAN4.01SAN1914]DM1914A.;11',USER='KSOLTER',CD=';6-NOV-2001;21:42'

ITEM NO. 2 RATIFICATION OF INDEPENDENT ACCOUNTANTS

WD-40 Company stockholders will vote to ratify the selection of PricewaterhouseCoopers LLP as WD-40 Company's independent accountants. 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 public accountants during the past fiscal year and 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 Company's independent accountants perform audit services (which include reading filings with the Securities and Exchange Commission as well as quarterly and annual reports) and tax-related services for the Company. Before audit services are performed, the Audit Committee approves an estimated fee. The possible effect on the independence of the 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.

Audit Fees

PricewaterhouseCoopers LLP's fees for audit services performed for the Company for the past fiscal year were approximately $291,000. Such services included the annual audit and reviews of the Company's quarterly financial statements as well as audit services performed in connection with the Company's acquisition of HPD Holdings Corp. and HPD Laboratories, Inc. ("Global Household Brands").

All Other Non-Audit Services

Fees paid to PricewaterhouseCoopers LLP for all other professional services rendered to the Company for the past fiscal year were approximately $269,200. These services were primarily related to tax preparation and consulting and due diligence services in connection with the Company's acquisition of Global Household Brands.

STOCKHOLDER PROPOSALS

Stockholder proposals must be received by the Company not later than July 12, 2002 to be included in the Proxy Statement and form of Proxy for the next annual meeting.

By Order of the Board of Directors John B. Sidell Secretary

Dated: November 9, 2001

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.

16

ZEQ.=2,SEQ=18,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=1001666,FOLIO='16',FILE='DISK015:[01SAN4.01SAN1914]DM1914A.;11',USER='KSOLTER',CD=';6-NOV-2001;21:42' Generated by Merrill Corporation (www.merrillcorp.com) TOC_END

APPENDIX A Audit Committee Charter

Role and independence

The audit committee of the board of directors assists the board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and reporting practices of the corporation and such other duties as directed by the board. The membership of the committee shall consist of at least three independent directors who are generally knowledgeable in financial and auditing matters, including at least one member with accounting or related financial management expertise. Each member shall be free of any relationship that, in the opinion of the board, would interfere with his or her individual exercise of independent judgment. The committee is expected to maintain free and open communication (including private executive sessions at least annually) with the independent accountants and the management of the corporation. In discharging this oversight role, the committee is empowered to investigate any matter brought to its attention, with full power to retain outside counsel or other experts for this purpose. This charter shall be reviewed and updated annually.

Responsibilities

The audit committee's primary responsibilities include:

ZEQ.=1,SEQ=19,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=564341,FOLIO='blank',FILE='DISK015:[01SAN4.01SAN1914]HO1914A.;4',USER='JDICKSO',CD='18-OCT-2001;21:56'

Generated by Merrill Corporation (www.merrillcorp.com)

WD-40 COMPANY • 1061 CUDAHY PLACE, SAN DIEGO, CA 92110

ZEQ.=1,SEQ=20,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=878788,FOLIO='blank',FILE='DISK015:[01SAN4.01SAN1914]LA1914A.;6',USER='JDICKSO',CD='18-OCT-2001;21:56' Generated by Merrill Corporation (www.merrillcorp.com) User-specified TAGGED TABLE

PROXY WD-40 COMPANY 1061 Cudahy Place San Diego, CA 92110 PROXY

end of user-specified TAGGED TABLE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, revoking previous proxies for such stock, hereby appoints Daniel W. Derbes and John B. Sidell, and each of them, proxies of the undersigned, with power of substitution to each, to vote all stock of WD-40 Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held at the Mission Valley Hilton, 901 Camino Del Rio South, San Diego, CA 92108, on Tuesday, December 11, 2001 at 2:00 p.m. and at any adjournments thereof.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on the reverse side.)

ZEQ.=1,SEQ=21,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=637732,FOLIO='blank',FILE='DISK015:[01SAN4.01SAN1914]MA1914A.;14',USER='JDICKSO',CD='18-OCT-2001;21:56'

WD-40 COMPANY PLEASE MARK OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /*/

Management recommends a vote FOR the following items:

User-specified TAGGED TABLE

1.	ELECTION OF DIRECTORS: Nominees: 01-J.C.Adams, Jr., 02-M.L. Crivello, 03- D.W. Derbes, 04-J.L. Heckel, 05-G.L. Luick, 06-K.E. Olson, 07-G.O. Ridge, 08-G.C. Schleif, 09-N.E. Schmale, 10-E.J. Walsh (INSTRUCTIONS: To withhold authority to vote for any nominee(s), write that nominee's name on the space provided below.)	FOR ALL — / /	WITHHOLD FOR ALL — / /	FOR ALL EXCEPT — / /
		FOR	AGAINST	ABSTAIN
2.	To ratify the selection of Pricewaterhouse Coopers LLP as the Company's independent accountants for fiscal year 2002.	/ /	/ /	/ /

end of user-specified TAGGED TABLE

This Proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR Proposals 1 and 2.

User-specified TAGGED TABLE

Signature:
Title:
Important: Please sign exactly as name appears on this proxy. When signing as attorney, executor, guardian, corporate officer, etc., please indicate full title.

end of user-specified TAGGED TABLE ZEQ.=2,SEQ=22,EFW="2061040",CP="WD-40 COMPANY",DN="1",CHK=511159,FOLIO='blank',FILE='DISK015:[01SAN4.01SAN1914]MA1914A.;14',USER='JDICKSO',CD='18-OCT-2001;21:56' Generated by Merrill Corporation (www.merrillcorp.com)

QuickLinks

TOC_BEGIN NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TOC_BEGIN PROXY STATEMENT GENERAL INFORMATION PRINCIPAL SECURITY HOLDERS ITEM NO. 1 NOMINEES FOR ELECTION AS DIRECTORS AND SECURITY OWNERSHIP OF MANAGEMENT TOC_BEGIN AUDIT COMMITTEE REPORT TOC_BEGIN EXECUTIVE COMPENSATION COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION TOC_BEGIN STOCK PERFORMANCE GRAPH ITEM NO. 2 RATIFICATION OF INDEPENDENT ACCOUNTANTS STOCKHOLDER PROPOSALS TOC_BEGIN APPENDIX A Audit Committee Charter SEQ=,FILE='QUICKLINK',USER=CCAFFON,SEQ=,EFW="2061040",CP="WD-40 COMPANY",DN="1" TOCEXISTFLAG