PART IV
Item 15. Exhibits and Financial Statement Schedule
| (a) | Documents filed as part of this report |
| (1) | Report of Independent Registered Public Accounting Firm |
| Consolidated Balance Sheets at August 31, 2008 and 2007 | |
| Consolidated Statements of Operations for the Fiscal Years Ended August 31, 2008, 2007 and 2006 | |
| Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Fiscal Years | |
| Ended August 31, 2008, 2007 and 2006 | |
| Consolidated Statements of Cash Flows for the Fiscal Years Ended August 31, 2008, 2007 and 2006 | |
| Notes to Consolidated Financial Statements |
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
(2) Exhibits
| Exhibit No. |
Description |
| Articles of Incorporation and Bylaws. |
|
| 3(a) | Certificate of Incorporation, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2007, Exhibit 3(a) thereto. |
| 3(b) | Bylaws, incorporated by reference from the Registrant’s Form 8-K filed June 27, 2008, Exhibit 3.1 thereto. Material Contracts. Executive Compensation Plans and Arrangements (Exhibits 10(a) through 10(n) are management contracts and compensatory plans or arrangements required to be filed as exhibits pursuant to Item 15(b)). |
| 10(a) | Form of WD-40 Company Supplemental Death Benefit Plan applicable to certain executive officers of the Registrant, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2007, Exhibit 10(a) thereto. |
| 10(b) | WD-40 Directors’ Compensation Policy and Election Plan dated October 14, 2008. 10(c) Fourth Amendment and Restatement, WD-40 Company 1990 Incentive Stock Option Plan, incorporated by reference from the Registrant’s Proxy Statement filed November 4, 2003 (appendix thereto). |
| 10(d) | Form of Indemnity Agreement between the Registrant and its executive officers and directors, incorporated by reference from the Registrant’s Form 10-K filed October 22, 2007, Exhibit 10(d) thereto. |
| 10(e) | Third Amended and Restated WD-40 Company 1999 Non-Employee Director Restricted Stock Plan incorporated by reference from the Registrant’s Proxy Statement filed November 4, 2003 (appendix thereto). |
| 10(f) | Change of Control Severance Agreement between WD-40 Company and Garry O. Ridge dated February 14, 2006, incorporated by reference from the Registrant’s Form 10-Q filed April 10, 2006, Exhibit 10(a) thereto. |
| 10(g) | Change of Control Severance Agreement between WD-40 Company and Michael J. Irwin dated February 14, 2006, incorporated by reference from the Registrant’s Form 10-Q filed April 10, 2006, Exhibit 10(b) thereto. |
| 10(h) | Change of Control Severance Agreement between WD-40 Company and Michael L. Freeman dated February 14, 2006, incorporated by reference from the Registrant’s Form 10-Q filed April 10, 2006, Exhibit 10(c) thereto. |
| 10(i) | Change of Control Severance Agreement between WD-40 Company and Geoffrey J. Holdsworth dated February 14, 2006, incorporated by reference from the Registrant’s Form 10-Q filed April 10, 2006, Exhibit 10(d) thereto. |
| 10(j) | Change of Control Severance Agreement between WD-40 Company and Graham P. Milner dated February 14, 2006, incorporated by reference from the Registrant’s Form 10-Q filed April 10, 2006, Exhibit 10(e) thereto. |
| 10(k) | Change of Control Severance Agreement between WD-40 Company and William B. Noble dated February 14, 2006, incorporated by reference from the Registrant’s Form 10-Q filed April 10, 2006, Exhibit 10(f) thereto. |
| 10(l) | Amended and Restated Compensation Agreement between WD-40 Company and Geoff Holdsworth dated March 27, 2007, incorporated by reference from the Registrant’s Form 10-Q filed April 9, 2007, Exhibit 10(a) thereto. |
| 10(m) | Change of Control Severance Agreement between WD-40 Company and Jay Rembolt dated October 16, 2008. |
| 10(n) | WD-40 Company 2007 Stock Incentive Plan, incorporated by reference from the Registrant’s Proxy Statement filed on November 8, 2007, Appendix A thereto. |
| 21 | Subsidiaries of the Registrant. |
| 23 | Consent of Independent Registered Public Accounting Firm dated October 20, 2008. |
| 31(a) | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31(b) | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32(a) | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32(b) | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |