WD-40 Sets Virtual Annual Meeting, Board Shrinks to Nine

TL;DR

**WDFC's virtual annual meeting on December 12th is a must-attend for investors to weigh in on a leaner board and executive pay, signaling potential shifts in corporate direction.**

AI Summary

WD-40 Company's DEF 14A filing outlines key proposals for its virtual 2025 Annual Meeting of Stockholders on December 12, 2025, at 10:00 a.m. Pacific Time. Stockholders will vote on the election of nine director nominees, an advisory vote to approve executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026. The Board has fixed the number of directors at nine, following the resignation of Trevor I. Mihalik, who served over five years and chaired the Finance Committee. Steven A. Brass, CEO and President since August 2022, is the only non-independent director nominee. The company had 13,527,835 shares of common stock outstanding as of the October 15, 2025 record date. The filing emphasizes expanded access for stockholders through a virtual meeting format, allowing online participation, voting, and question submission.

Why It Matters

This DEF 14A filing is crucial for investors as it details the upcoming governance decisions, including the composition of the Board of Directors and the advisory vote on executive compensation, which directly impacts shareholder value and corporate oversight. The shift to a fully virtual meeting on December 12, 2025, aims to enhance accessibility for all stockholders, potentially increasing engagement. The departure of Trevor I. Mihalik, a long-serving director and Finance Committee chair, and the subsequent reduction of the Board to nine members, could signal a strategic realignment in governance, impacting future financial decisions and risk management. In a competitive market, strong governance and clear executive compensation practices are vital for investor confidence and long-term company performance.

Risk Assessment

Risk Level: low — The risk level is low as the DEF 14A primarily covers routine governance matters for the 2025 Annual Meeting, including director elections and executive compensation advisory votes. There are no indications of contentious proposals or significant changes that would materially impact the company's operations or financial stability, beyond the planned reduction of the Board from ten to nine directors due to Trevor I. Mihalik's resignation.

Analyst Insight

Investors should review the director nominees' qualifications, particularly Daniel T. Carter's audit committee financial expert status, and consider their vote on executive compensation to ensure alignment with performance. Participate in the virtual meeting on December 12, 2025, to ask questions and exercise voting rights on these key governance issues.

Financial Highlights

debt To Equity

0.0

revenue

$590.4 million

operating Margin

17.0%

total Assets

$770.0 million

total Debt

$0.0 million

net Income

$77.7 million

eps

$6.84

gross Margin

45.0%

cash Position

$174.8 million

revenue Growth

+5.0%

Executive Compensation

Key Numbers

• 13,527,835 — Shares of common stock outstanding (As of the record date October 15, 2025)
• 9 — Number of Director Nominees (Fixed number of directors for the Board)
• 10:00 a.m. — Annual Meeting Start Time (Pacific Time on December 12, 2025)
• 2025-10-15 — Record Date (For stockholders entitled to vote at the annual meeting)
• 2025-12-12 — Annual Meeting Date (Date of the virtual annual meeting)
• 5 — Years of service (Trevor I. Mihalik served as a director)

Key Players & Entities

• WD-40 Company (company) — Registrant for DEF 14A filing
• Steven A. Brass (person) — CEO and President, Director Nominee
• Trevor I. Mihalik (person) — Resigning Director, former Chair of Finance Committee
• PricewaterhouseCoopers LLP (company) — Independent Registered Public Accounting Firm for fiscal year 2026
• Daniel T. Carter (person) — Audit Committee Chair, 'audit committee financial expert'
• Phenix Q. Kiamilev (person) — Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
• SEC (regulator) — U.S. Securities and Exchange Commission
• Nasdaq Stock Market LLC (regulator) — Marketplace Rules for director independence
• Computershare (company) — Transfer agent for WD-40 Company

FAQ

Risk Factors

• Global Economic Conditions [medium — market]: Deterioration in global economic conditions, including recessions, inflation, and interest rate changes, could negatively impact consumer and business spending on WD-40 Company's products. This could lead to reduced demand and lower sales volumes.
• Supply Chain Disruptions [medium — operational]: The company relies on a global supply chain for raw materials and finished goods. Disruptions due to geopolitical events, natural disasters, or pandemics could impact production and delivery, leading to increased costs and lost sales.
• Environmental Regulations [low — regulatory]: The company's products are subject to various environmental regulations in different jurisdictions. Changes in these regulations, or non-compliance, could result in increased compliance costs, product reformulation, or market access restrictions.
• Foreign Currency Exchange Rate Fluctuations [low — financial]: As a global company, WD-40 Company is exposed to fluctuations in foreign currency exchange rates, which can impact reported financial results and the cost of goods sold.
• Competition [medium — operational]: The company faces competition from a variety of domestic and international companies, some of which may have greater financial resources or a broader product portfolio. Intense competition could lead to pricing pressures and reduced market share.

Industry Context

WD-40 Company operates in the specialty chemicals sector, primarily known for its iconic WD-40 Multi-Use Product. The company competes in a market with a mix of large diversified chemical companies and smaller niche players. Key industry trends include a focus on product innovation, sustainability, and expanding global reach. The demand for maintenance and cleaning products is generally stable but can be influenced by economic conditions.

Regulatory Implications

The company must comply with a range of regulations, including those related to product safety, environmental impact (e.g., VOC content), and chemical registration in various international markets. Changes in these regulations, particularly concerning chemical formulations or labeling, could necessitate product redesigns or impact market access, potentially increasing compliance costs.

What Investors Should Do

1. Vote on Director Nominees
2. Vote on Executive Compensation
3. Ratify Independent Auditor
4. Participate in the Virtual Meeting

Key Dates

• 2025-10-15: Record Date — Establishes the list of stockholders entitled to vote at the Annual Meeting.
• 2025-12-12: Virtual Annual Meeting of Stockholders — Stockholders will vote on director elections, executive compensation, and auditor ratification.
• 2022-08-01: Steven A. Brass became CEO and President — Marks the current leadership of the company.
• 2025-11-01: Director resignation of Trevor I. Mihalik — Led to the board size being fixed at nine directors.

Glossary

DEF 14A

A proxy statement filed by a public company with the U.S. Securities and Exchange Commission (SEC) detailing information about the annual meeting of stockholders, including proposals to be voted on. (This document is the primary source of information for the stockholder meeting and the proposals being voted on.)

Independent Registered Public Accounting Firm

An external accounting firm that is independent of the company and is responsible for auditing the company's financial statements. (Stockholders are asked to ratify the appointment of PricewaterhouseCoopers LLP as the company's auditor for FY2026.)

Advisory Vote to Approve Executive Compensation

A non-binding vote by shareholders on whether they approve the compensation of the company's named executive officers, often referred to as 'Say-on-Pay'. (Provides an indication of shareholder sentiment regarding the company's executive compensation practices.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote at a shareholder meeting, or exercise other rights. (Determines who is eligible to vote at the December 12, 2025, Annual Meeting.)

Virtual Annual Meeting

A shareholder meeting conducted entirely online, allowing participants to attend, vote, and ask questions remotely. (WD-40 Company is holding its 2025 Annual Meeting in a virtual format to enhance stockholder access.)

Year-Over-Year Comparison

This DEF 14A filing for the 2025 Annual Meeting does not provide direct comparative financial data to the previous year's filing within the provided text. However, the context indicates a fixed board size of nine directors following a resignation, and the company is continuing its practice of holding a virtual annual meeting to enhance stockholder access. The proposals for director elections, executive compensation, and auditor ratification are standard for annual filings.

Key Financial Figures

• $0.001 — had 13,527,835 shares of common stock, $0.001 par value, outstanding. Stockholders of

Filing Documents

• wdfc-20251031.htm (DEF 14A) — 1064KB
• wdfc-20251031_g1.jpg (GRAPHIC) — 3KB
• wdfc-20251031_g10.jpg (GRAPHIC) — 30KB
• wdfc-20251031_g11.jpg (GRAPHIC) — 23KB
• wdfc-20251031_g12.jpg (GRAPHIC) — 128KB
• wdfc-20251031_g13.jpg (GRAPHIC) — 116KB
• wdfc-20251031_g14.jpg (GRAPHIC) — 142KB
• wdfc-20251031_g15.jpg (GRAPHIC) — 384KB
• wdfc-20251031_g16.jpg (GRAPHIC) — 408KB
• wdfc-20251031_g17.jpg (GRAPHIC) — 423KB
• wdfc-20251031_g18.jpg (GRAPHIC) — 346KB
• wdfc-20251031_g19.jpg (GRAPHIC) — 311KB
• wdfc-20251031_g2.jpg (GRAPHIC) — 94KB
• wdfc-20251031_g3.jpg (GRAPHIC) — 72KB
• wdfc-20251031_g4.jpg (GRAPHIC) — 52KB
• wdfc-20251031_g5.jpg (GRAPHIC) — 50KB
• wdfc-20251031_g6.jpg (GRAPHIC) — 66KB
• wdfc-20251031_g7.jpg (GRAPHIC) — 132KB
• wdfc-20251031_g8.jpg (GRAPHIC) — 28KB
• wdfc-20251031_g9.jpg (GRAPHIC) — 22KB
• 0000105132-25-000107.txt ( ) — 8283KB
• wdfc-20251031.xsd (EX-101.SCH) — 1KB
• wdfc-20251031_htm.xml (XML) — 142KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 13 Delinquent Section 16(a) Reports 15 BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 15 Board Leadership and Risk Oversight 16 Board Meetings, Committees and Annual Meeting Attendance 17 Equity Holding Requirement for Directors 17 Insider Trading Policy – Prohibited Trading Transactions 17 Communications with the Board 18 DIRECTOR COMPENSATION 18 BOARD COMMITTEES 20 Corporate Governance Committee 20 Board and Committee Self-Evaluation 20 Nomination Policies and Procedures 21 Continuing Education and Certifications 22 Skills and Experience 22 Current Board Composition 23 Audit Committee 24 Finance Committee 24 Compensation and People Committee 25 Compensation Committee Interlocks and Insider Participation 25 ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES 25 INFORMATION REGARDING OUR EXECUTIVE OFFICERS 26 COMPENSATION DISCUSSION AND ANALYSIS 27 Executive Summary of Executive Compensation Decisions and Results 27 Governance of Executive Officer Compensation Program 30

Executive Compensation Philosophy and Framework

Executive Compensation Philosophy and Framework 31 Executive Officer Compensation Decisions for Fiscal Year 2025 33 Other Compensation Policies 40 COMPENSATION AND PEOPLE COMMITTEE REPORT 42

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 43 Summary Compensation Table 43 Pay versus Performance Table 44 Grants of Plan-Based Awards – Fiscal Year 2025 48 Outstanding Equity Awards at 202 5 Fiscal Year End 49 Stock Vested – Fiscal Year 2025 49 Nonqualified Deferred Compensation – Fiscal Year 2025 51 Change of Control Severance Agreements 51 CEO Pay Ratio 52 EQUITY COMPENSATION PLAN INFORMATION 53 AUDIT RELATED MATTERS 53 Fees Paid to Independent Registered Public Accounting Firm 53 Pre-approval Policies and Procedures 53 Related Party Transactions Review and Oversight 54 AUDIT COMMITTEE REPORT 55 STOCKHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR OUR 2026 ANNUAL MEETING 56

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 56 INCORPORATION BY REFERENCE 57 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 2025 Annual Report before you vote. 2025 ANNUAL MEETING OF STOCKHOLDERS Date and Time: December 12, 2025, at 10:00 a.m., Pacific Time Record Date: October 15, 2025 Virtual Meeting Place: http://meetnow.global/MWCX429 Meeting Webcast: Available on the Company's investor relations website at http://investor.wd40company.com beginning at 10:00 a.m., Pacific Time, on December 12, 2025 VOTING MATTERS AND BOARD RECOMMENDATIONS Management Proposals: Board Recommendations Page Election of Directors (Item No. 1) FOR all Director Nominees 4 Advisory Vote to Approve Executive Compensation ("Say - on - Pay") (Item No. 2) FOR 11 Ratification of Appointment of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 202 6 (Item No. 3) FOR 12 FAQS AND GENERAL INFORMATION Q: Why am I receiving these proxy materials? A: This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of the Company for use at its annual meeting to be held on Friday, December 12, 2025, and at any postponements or adjournments thereof. At the annual meeting, the Company's stockholders will consider and vote upon (i) the election of directors to the Board for the ensuing year; (ii) an advisory vote to approve compensation for our named executive officers ("NEOs"); and (iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2026. Detailed information concerning these matters is set forth below. Management knows of no other business to come before the annual meeting. Q: When and where will the annual meeting be held? A: To provide expanded access to our stockholde

View Full Filing

View this DEF 14A filing on SEC EDGAR