NOMINEES FOR ELECTION AS DIRECTORS
AND SECURITY OWNERSHIP OF MANAGEMENT
Unless marked to the contrary, the Proxies received will be voted for the election of the eight nominees named below to serve as directors until the next Annual Meeting of Stockholders and until their successors are elected or appointed. In the event any nominee is unable or declines to serve as a Director at the time of the Annual Meeting, any proxy granted to vote for such director will be voted for a nominee designated by the present Board of Directors to fill such vacancy.
The nominees for election to the Board of Directors who receive a plurality the votes cast for the election of directors by the shares present, in person or by proxy, shall be elected as directors. Holders of common stock are not entitled to cumulate their votes in the election of directors. Withheld votes and broker non-votes (which are treated as “withheld” votes) are not counted as votes in favor of any nominee. Since the nominees receiving the most votes will be elected as directors, withheld votes and broker non-votes will have no effect upon the outcome of the election.
Article III, Section 2 of the Bylaws of the Company, approved by stockholders on December 14, 1999, provides that the authorized number of directors of the Company shall be not less than nine nor more than twelve until changed by amendment of the Certificate of Incorporation or by a bylaw duly adopted by the stockholders. The Board of Directors has proposed an amendment to the Bylaws of the Company to amend Section 2 of Article III of the Bylaws to reduce the minimum number of directors from nine to seven. The exact number of directors is to be fixed from time to time by a bylaw or amendment thereof duly adopted by the stockholders or by the Board of Directors. Subject to stockholder approval of the proposed amendment to the Bylaws, the number of directors was fixed at eight effective as of the date of the Annual Meeting by resolution of the Board of Directors adopted on June 24, 2008. Kenneth E. Olson will retire from the Board of Directors as of the Annual Meeting.
Director Independence
The Board of Directors has determined that each director and nominee other than Garry O. Ridge is an independent director as defined in Rule 4200(a)(15) of the Marketplace Rules of The Nasdaq Stock Market LLC. (the “Nasdaq Rules”). Information concerning the independence of directors serving on committees of the Board of Directors and the standards applied with respect to the determination of independence for each committee is provided below as to each committee.
Security Ownership of Directors and Executive Officers
The following tables set forth certain information, including beneficial ownership of the Company’s common stock, for the current directors, for the executive officers named in the Summary Compensation Table on page 25 of this proxy statement, and for all directors and executive officers as a group.
| Director | Amount and Nature of Beneficial Ownership October 17, 20081 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director/Nominee | Age | Principal Occupation | Since | Number | Percent of Class | |||||||
| John C. Adams, Jr. | 60 | Investor; Retired Chairman and CEO, AutoZone, Inc. | 2001 | 21,665 | 2 | * | ||||||
| Giles H. Bateman | 63 | Investor | 2003 | 16,647 | 3 | * | ||||||
| Peter D. Bewley | 62 | Investor, Retired General Counsel, The Clorox Company | 2005 | 14,316 | 4 | * | ||||||
| Richard A. Collato | 65 | President & CEO, YMCA of San Diego County | 2003 | 19,307 | 5 | * | ||||||
| Mario L. Crivello | 68 | Investor | 1994 | 885,386 | 6 | 5.4% | ||||||
| Linda A. Lang | 50 | Chairman & CEO, Jack in the Box, Inc. | 2004 | 16,977 | 7 | |||||||
| Kenneth E. Olson8 | 72 | Investor, Former Chairman and CEO, Proxima Corporation | 2000 | 21,518 | 8 | * | ||||||
| Garry O. Ridge | 52 | President and CEO, WD-40 Company | 1997 | 182,155 | 9 | 1.1% | ||||||
| Neal E. Schmale | 62 | Chairman of the Board, WD-40 Company; President and COO, | 2001 | 22,061 | 10 | * | ||||||
| Sempra Energy | ||||||||||||
* Less than one (1) percent.
- All shares owned directly unless otherwise indicated.
- Mr. Adams has the right to acquire 15,800 shares upon the exercise of stock options and the right to receive 1,139 shares upon settlement of restricted stock units upon termination of his service as a director of the Company.
- Mr. Bateman has the right to acquire 13,800 shares upon the exercise of stock options and the right to receive 1,139 shares upon settlement of restricted stock units upon termination of his service as a director of the Company.
- Mr. Bewley has the right to acquire 9,800 shares upon the exercise of stock options and the right to receive 1,535 shares upon settlement of restricted stock units upon termination of his service as a director of the Company.
- Mr. Collato has the right to acquire 13,800 shares upon the exercise of stock options and the right to receive 1,535 shares upon settlement of restricted stock units upon termination of his service as a director of the Company.
- Mr. Crivello has sole voting and investment power over 751,701 shares held in trust for the benefit of others and 14,780 shares held as custodian for others. Mr. Crivello also has the right to acquire 15,800 shares upon exercise of stock options and the right to receive 742 shares upon settlement of restricted stock units upon termination of his service as a director of the Company.
- Ms. Lang has the right to acquire 11,800 shares upon the exercise of stock options and the right to receive 1,535 shares upon settlement of restricted stock units upon termination of her service as a director of the Company.
- Mr. Olson is not a nominee for re-election to the board of directors. Mr. Olson has the right to acquire 15,800 shares upon exercise of stock options and the right to receive 742 shares upon settlement of restricted stock units upon termination of his service as a director of the Company.
- Mr. Ridge has the right to acquire 159,850 shares upon exercise of stock options. Mr. Ridge has voting and investment power over 1,021 shares held under the Company’s 401(k) plan.
- Mr. Schmale has the right to acquire 15,800 shares upon the exercise of stock options and the right to receive 1,535 shares upon settlement of restricted stock units upon termination of his service as a director of the Company.
| Amount and Nature of Beneficial Ownership October 17, 20081 |
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|---|---|---|---|---|---|---|---|---|---|---|
| Executive Officer | Age | Principal Occupation | Number | Percent of Class | ||||||
| Michael L. Freeman | 54 | Division President, the Americas, WD-40 Company | 65,717 | 2 | * | |||||
| Michael J. Irwin | 45 | Executive Vice President, Strategic Development, WD-40 Company | 66,814 | 3 | * | |||||
| Graham P. Milner | 53 | Executive Vice President, Global Development, Chief Branding Officer, | 94,090 | 4 | * | |||||
| WD-40 Company | ||||||||||
| William B. Noble | 49 | Managing Director Europe, WD-40 Company Ltd. (U.K.) | 39,800 | 5 | * | |||||
| Jay Rembolt | 57 | Vice President, Finance and Chief Financial Officer, WD-40 Company | 44,613 | 6 | * | |||||
| All Directors and | 1,564,126 | 7 | 9.1% | |||||||
| Executive Officers as a Group |
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*Less than one (1) percent.
- All shares owned directly unless otherwise indicated.
- Mr. Freeman has the right to acquire 55,018 shares upon exercise of stock options. Mr. Freeman has voting and investment power over 1,943 shares held under the Company’s 401(k) plan.
- Mr. Irwin has the right to acquire 60,704 shares upon exercise of stock options. Mr. Irwin has voting and investment power over 710 shares held under the Company’s 401(k) plan.
- Mr. Milner has the right to acquire 85,218 shares upon exercise of stock options. Mr. Milner has voting and investment power over 1,408 shares held under the Company’s 401(k) plan.
- Mr. Noble has the right to acquire 38,300 shares upon exercise of stock options.
- Mr. Rembolt has the right to acquire 40,944 shares upon exercise of stock options. Mr. Rembolt has voting and investment power over 3,369 shares held under the Company’s 401(k) plan.
- Total includes the rights of directors and executive officers to acquire 603,034 shares upon exercise of stock options, the rights of directors to receive a total of 15,786 shares upon settlement of restricted stock units upon termination of service as a director of the Company, and 8,451 shares held by executive officers under the Company’s 401(k) plan.
Nominees for Election as Directors
John C. Adams, Jr. was elected to the Board of Directors in 2001. Mr. Adams served as President and Chief Executive Officer of AutoZone, Inc. from 1996 until 1998, then serving as Chairman and Chief Executive Officer until his retirement in 2001. He previously served as President of the Miami division of Malone & Hyde, Inc., AutoZone’s former parent company from 1984 until 1990. Mr. Adams was an owner of Nicotiana Enterprises, Inc., a food distribution company, from 1990 until 1995. Mr. Adams is a director of Tractor Supply Company.
Giles H. Bateman was elected to the Board of Directors in 2003. Mr. Bateman has been retired since 2000. He was a co-founder and Chief Financial Officer of Price Club from 1976 until 1991. Mr. Bateman served as director and chairman of CompUSA, Inc. from 1994 until 2000. Mr. Bateman is a director of Lifetime Fitness Inc., and United PanAm Finance Corp.
Peter D. Bewley was appointed to the Board of Directors in 2005. Mr. Bewley was the Senior Vice President —General Counsel & Secretary of The Clorox Company from 1998 until his retirement in 2005.
Richard A. Collato was elected to the Board of Directors in 2003. Since 1981, Mr. Collato has served as President & CEO of the YMCA of San Diego County. Mr. Collato is also a director of Sempra Energy and PepperBall Technologies, Inc.
Mario L. Crivello was elected to the Board of Directors in 1994. Mr. Crivello was the managing owner and master of Tuna Purse Seiners until his retirement in 1984.
Linda A. Lang was elected to the Board of Directors in 2004. Since October 2005, Ms. Lang has served as Chairman of the Board & Chief Executive Officer of Jack in the Box, Inc. Ms. Lang has been employed by Jack in the Box, Inc. for 21 years and from 1996 until 2005 she held the offices of President and Chief Operating Officer, Executive Vice President, Senior Vice President Marketing, Vice President and Regional Vice President, Southern California Region, Vice President Marketing and Vice President of Products, Promotions and Consumer Research.
Garry O. Ridge joined WD-40 Company in 1987 as Managing Director, WD-40 Company (Australia) Pty. Limited and he was responsible for Company operations throughout the Pacific and Asia. Mr. Ridge transferred to the corporate office in 1994 as Director International Operations and was elected Vice President —International in 1995. He was elected to the position of Executive Vice President/Chief Operating Officer in 1996 and he was named President and Chief Executive Officer in 1997. He was also elected to the Board of Directors in 1997. Prior to joining WD-40 Company Mr. Ridge was Managing Director of Mermax Pacific Pty. Ltd. and held a number of senior management positions with Hawker Pacific Pty. Ltd. (a Hawker Siddeley PLC Group Company) which was a licensee for WD-40 until 1988.
Neal E. Schmale was elected to the Board of Directors in 2001. Mr. Schmale was named Chairman of the Board in 2004. Mr. Schmale has served as President and COO of Sempra Energy since January 2006. Previously, he was Executive Vice President and CFO of Sempra Energy from 1998 through 2005. Mr. Schmale is a director of Sempra Energy and Murphy Oil Corporation.