WD-40 COMPANY
1061 Cudahy Place
San Diego, California 92110

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

The 2008 Annual Meeting of Stockholders will be held at the Joan B. Kroc Institute for Peace & Justice, University of San Diego, 5998 Alcala Park, San Diego, California 92110, on Tuesday, December 9, 2008, at 2:00 p.m. for the following purposes:

1. To elect a Board of Directors for the ensuing year and until their successors are elected and qualified;
2. To approve an amendment to the WD-40 Company Bylaws to reduce the minimum number of directors from nine to seven and to fix the authorized number of directors at eight;
3. To approve the WD-40 Company Performance Incentive Plan;
4. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year 2009; and
5. To consider and act upon such other business as may properly come before the meeting.

Only the stockholders of record at the close of business on October 17, 2008 are entitled to vote at the meeting.

By Order of the Board of Directors
Maria M. Mitchell
Secretary

San Diego, California
October 31, 2008