WD-40 Company (WDFC) Proxy filing summary

Executive summary

• 2026 annual meeting scheduled for Dec. 11, 2026, at 10:00 a.m. Pacific, via live audio webcast; Oct. 14, 2026, is the voting record date.

• Board recommends FOR all 10 director nominees, executive compensation and PwC’s appointment as auditor for FY2027.

Voting matters and shareholder proposals

• Proposals: elect 10 directors, approve executive compensation in a nonbinding advisory vote, and ratify PwC for FY2027; a majority of shares present and entitled to vote is required for say-on-pay approval.

• Director nominees are elected when votes FOR exceed votes AGAINST; an incumbent nominee failing that test is expected to tender a resignation for Board consideration within 90 days.

• Stockholder proposals for the 2027 annual meeting must generally arrive by July 2, 2027; proxy-access and other director nomination notices run June 2–July 2, 2027.

Board of directors and corporate governance

• Board fixed at 10 directors effective Feb. 18, 2026, when Ken A. Plunk joined; 9 of 10 nominees are independent, and all Board committees are fully independent.

• Independent nonemployee chair structure is expected to continue after the 2026 annual meeting, subject to annual Board review; the Board held five meetings in the last FY.

• Governance practices include annual director elections, majority voting, annual Board and committee evaluations, annual succession planning, a four-public-board overboarding limit, and clawbacks for executive cash and equity incentives.

• Nonemployee directors receive a $75,000 base annual fee, with an additional $75,000 for the chair; annual RSU awards have a grant-date value of approximately $125,000 and settle at director service termination.