Wd 40 Co

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the 10 director nominees to serve until the next annual meeting and until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement’s Compensation Discussion and Analysis, compensation tables, and related narrative disclosures.

   More detail

   The proposal asks stockholders to approve, on an advisory and non-binding basis, the compensation paid to WD-40 Company’s named executive officers. The resolution incorporates the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures in the proxy statement. The vote is required under Section 14A of the Exchange Act and represents the Company’s annual say-on-pay process. WD-40 states that its stockholders have approved annual say-on-pay voting, and the company reports that say-on-pay votes from 2011 through 2025 averaged 98% of votes cast. Management describes the executive compensation program as a competitive pay-for-performance package. The program combines base salary, annual cash and equity incentives, and long-term equity incentives, including RSUs and MSUs. Variable compensation is tied to financial performance, strategic measures, and relative total shareholder return, while equity awards are intended to align executives with long-term stockholder value and support retention. The company also highlights governance features including clawbacks, stock ownership guidelines, prohibitions on hedging and pledging, and double-trigger change-of-control vesting. The Board unanimously recommends a FOR vote because it believes the program appropriately balances short- and long-term incentives with stockholder interests. Because the vote is advisory, a negative result would not directly change compensation already paid, but the Compensation and People Committee states that it will consider the voting outcome in future compensation decisions.

3. 3

   Ratification of Appointment of PricewaterhouseCoopers LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2027.

4. 4

   Other Business Properly Brought Before the Annual Meeting

   Management

   Consider and act upon any other business that may properly come before the annual meeting.

   More detail

   This item is a customary catch-all authorization for stockholders to consider other business that may properly come before the annual meeting. The filing does not identify any specific additional proposal, transaction, governance action, or shareholder-submitted matter under this item. Management expressly states that it knows of no other business expected to come before the meeting. The item therefore does not ask stockholders to approve a defined substantive action based on the information currently provided. Its purpose is to permit the meeting to address matters that are legally and procedurally proper if they arise. No proponent is identified because no specific shareholder proposal is disclosed. The proxy materials do not provide a board recommendation of FOR or AGAINST for unspecified future matters. Any matter presented under this item would presumably be evaluated under the Company’s governing documents and applicable law at the time it is raised. The absence of a recommendation distinguishes this item from the three specifically described management proposals. The item should therefore be treated as procedural and contingent rather than as a concrete voting initiative.

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When is the Wd 40 Co 2026 annual meeting?

Wd 40 Co (WDFC) holds its 2026 annual shareholder meeting on Friday, December 11, 2026.

What is the record date for the Wd 40 Co 2026 meeting?

The record date for the Wd 40 Co 2026 meeting is Wednesday, October 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Wd 40 Co's 2026 meeting?

The board is presenting 10 director nominees at the Wd 40 Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Wd 40 Co 2026 meeting?

Shareholders will vote on 4 proposals at the Wd 40 Co 2026 meeting, each tagged with who proposed it and the board's recommendation.