ITEM NO. 2

APPROVAL OF THE WD-40 COMPANY
2007 STOCK INCENTIVE PLAN

The Board of Directors has adopted the 2007 Stock Incentive Plan (the “2007 Plan”), subject to stockholder approval at the Annual Meeting. If stockholders approve the 2007 Plan, the 2007 Plan will become effective on December 11, 2007 and will terminate on December 10, 2017. If the 2007 Plan is approved, the Company’s 1990 Incentive Stock Option Plan (the “1990 Option Plan”) and the 1999 Non-Employee Director Restricted Stock Plan (the “Director Stock Plan”) will each terminate on December 11, 2007, though such termination will not impact awards previously granted under the 1990 Option Plan or the Director Stock Plan.

2007 Plan Summary
Equity Compensation Plan Information
Federal Tax Aspects
Prior Plan Option Grants and Prospective Awards Upon Approval of the 2007 Plan