ITEM 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain information required by this item is incorporated by reference to the Proxy Statement under the headings “Principal Security Holders” and “Security Ownership of Directors and Executive Officers.”
The following table provides information regarding shares of the Company’s common stock authorized for issuance under equity compensation plans as of August 31, 2007:
Equity Compensation Plan Information
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights ( a ) |
Weighted-average exercise price of outstanding options, warrants and rights ( b ) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column ( a )) ( c ) |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity compensation plans approved by security holders |
1,238,574 | $ | 28.91 | 1,037,160(1) | |||||||
| Equity compensation plans not approved by security holders |
n/a | n/a | n/a | ||||||||
| Total | 1,238,574 | $ | 28.91 | 1,037,160 | |||||||
| (1) | Includes 14,493 shares available pursuant to the Company’s 1999 Non-Employee Director Restricted Stock Plan. |
Non-Employee Director Restricted Stock Plan
On October 28, 2003, the Board of Directors adopted the Third Amended and Restated WD-40 Company 1999 Non-Employee Director Restricted Stock Plan. The plan was approved by the Company’s stockholders at the annual meeting of stockholders held on December 16, 2003. Pursuant to the plan and the director compensation policy in effect for 2007, shares were issued to non-employee directors of the Company in lieu of cash compensation of up to $32,000 according to an election to be made by the director by November 30 of the prior year. A director who held shares of the Company having a value of at least $50,000 may have elected to receive his or her annual director’s fee entirely in cash. Otherwise, directors would have elected to receive restricted stock in lieu of cash in the amount of $5,500, $11,000, $16,500, $22,000, $27,500 or $32,000. The restricted shares were issued in accordance with a director’s election as soon as practicable after the first day of March. The number of shares issued was equal to the amount of compensation to be paid in shares divided by 90% of the closing price of the Company’s shares as of the first business day of March or other date of issuance of such shares. Restricted shares issued to a director do not become vested for resale for a period of five years or until the director’s retirement from the Board following the director’s 65th birthday. Unless a director has reached age 65, the shares are subject to forfeiture if, during the five-year vesting period, the director resigns from service as a director.