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): February 1, 2019
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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) |
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9715 Businesspark Avenue, San Diego, California 92131 (Address of principal executive offices, with zip code) |
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(619) 275-1400 (Registrant’s telephone number, including area code) |
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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):
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol |
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Name of exchange on which registered |
Common stock, par value $0.001 per share |
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WDFC |
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NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
ITEM 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
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On February 1, 2019, Michael L. Freeman retired as an officer and employee of WD-40 Company. Immediately prior to his retirement, Mr. Freeman was serving as the Company’s Chief Strategy Officer. Effective as of February 1, 2019, Mr. Freeman was retained to serve as a consultant to the Company for special projects. As compensation for his service as a consultant, he is receiving a fee of $27,000 per month for six months through July 31, 2019. Mr. Freeman is also being reimbursed for the costs associated with the continuation of health, dental and vision insurance benefits under the Company’s health and welfare benefit plans through September 30, 2019. Such insurance benefit costs are consistent with the Welfare Benefit costs described in the Company’s proxy statement Summary Compensation Table disclosures for compensation received by Mr. Freeman during the Company’s fiscal year ended August 31, 2018. |
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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.
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WD-40 Company |
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(Registrant) |
Date: June 10, 2019 |
/s/ JAY W. REMBOLT |
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Jay W. Rembolt |
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Vice President, Finance |
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Treasurer and Chief Financial Officer |