UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 10, 2013

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WD-40 COMPANY

(Exact Name of Registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization)	000-06936 (Commission File Number)	95-1797918 (I.R.S. Employer Identification Number)
	1061 Cudahy Place, San Diego, California 92110 (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)

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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):

o Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07.Submission of Matters to a Vote of Security Holders.

On December 10, 2013, WD-40 Company (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) in San Diego, California. At the Annual Meeting, the holders of 14,052,873 shares of common stock, which represents approximately 92% of the outstanding shares entitled to vote as of the record date of October 15, 2013, were represented in person or by proxy. The proposals are described in more detail in the Company’s Proxy Statement dated October 31, 2013. The matters voted upon at the Annual Meeting and the voting results are set forth below.

1. Election of Directors: The Company’s stockholders re-elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified. The voting results were as follows:

	Votes For	Votes Withheld	Broker Non-Votes
Giles H. Bateman	11,803,860	60,132	2,188,881
Peter D. Bewley	11,599,668	264,324	2,188,881
Richard A. Collato	11,599,602	264,390	2,188,881
Mario L. Crivello	11,544,274	319,718	2,188,881
Linda A. Lang	11,602,217	261,775	2,188,881
Garry O. Ridge	11,798,311	65,681	2,188,881
Gregory A. Sandfort	11,801,511	62,481	2,188,881
Neal E. Schmale	11,746,135	117,857	2,188,881

2. Advisory Vote to approve Executive Compensation: The Company’s stockholders approved, by advisory vote, the compensation paid to the Company’s named executive officers. The voting results were as follows:

Votes For	Votes Against	Abstain	Broker Non-Votes
11,333,094	337,027	193,871	2,188,881

3. Ratification of Appointment of Independent Auditor: The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2014. The voting results were as follows:

Votes For	Votes Against	Abstain	Broker Non-Votes
13,819,676	136,855	96,342	N/A

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: December 16, 2013	/s/ JAY W. REMBOLT
	Jay W. Rembolt
	Vice President and Chief Financial Officer
	(Principal Financial Officer)