WD-40 Company (NASDAQ: WDFC) lifts dividend to $1.02 and details 2025 meeting votes

Rhea-AI Filing Summary

WD-40 Company reported results of its latest annual stockholder meeting and announced a higher quarterly dividend. At the virtual meeting, holders of 12,028,211 shares, representing over 88% of the 13,527,835 shares entitled to vote as of October 15, 2025, were represented virtually or by proxy. Stockholders elected nine directors, approved on an advisory basis the compensation of the named executive officers, and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending August 31, 2026.

The board declared a quarterly dividend of $1.02 per share on the common stock, an increase of more than 8% from the prior quarterly dividend, payable January 30, 2026 to stockholders of record at the close of business on January 16, 2026. The company also scheduled its first fiscal quarter 2026 earnings conference call for January 8, 2026 at 2:00 p.m. Pacific time.

Insights

Dividend and governance analyst

WD-40 lifts its quarterly dividend and reports strong support on key shareholder votes.

The board declared a quarterly dividend of $1.02 per share, which is more than 8% higher than the prior quarter’s dividend. This raises the regular cash distribution per share and, if maintained, increases the annualized cash amount paid to stockholders.

At the annual meeting, 12,028,211 shares were represented, accounting for over 88% of the 13,527,835 shares entitled to vote as of October 15, 2025, indicating high participation. Each of the nine director nominees received far more votes “for” than “against,” the advisory vote on executive compensation passed, and stockholders ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending August 31, 2026.

The company also set its first fiscal quarter 2026 earnings conference call for January 8, 2026 at 2:00 p.m. Pacific time, giving a defined point when investors can hear management discuss recent performance and outlook-related information.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

FALSE000010513200001051322025-12-102025-12-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________

FORM 8-K

__________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 16, 2025 (December 10, 2025)

WD-40 COMPANY

(Exact Name of Registrant as specified in its charter)

__________

Delaware

000-06936

95-1797918

(State or other jurisdiction of incorporation or organization)

(Commission File Number) WD 40 CO (Commission Company Name)

(I.R.S. Employer Identification Number)

9715 Businesspark Avenue, San Diego, California 92131

(Address of principal executive offices, with zip code)

(619) 275-1400

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common stock, par value $0.001 per share

WDFC

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 12, 2025, WD-40 Company (“Company”) held its Annual Meeting of Stockholders (“Annual Meeting”) in a virtual meeting format via webcast. At the Annual Meeting, the holders of 12,028,211 shares of common stock, which represent over 88% of 13,527,835 outstanding shares entitled to vote as of the record date of October 15, 2025, were represented virtually or by proxy. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 31, 2025. The matters voted upon at the Annual Meeting and the voting results are set forth below.

1.    Election of Directors: The Company’s stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified. The voting results were as follows:

Name			Votes For						Votes Against						Abstain						Broker Non-Votes
Steven A. Brass			10,298,848						90,980						20,939						1,617,444
Cynthia B. Burks			10,296,913						102,981						10,873						1,617,444
Daniel T. Carter			10,218,517						182,163						10,087						1,617,444
Eric P. Etchart			10,292,921						107,705						10,141						1,617,444
Lara L. Lee			10,273,870						113,532						23,365						1,617,444
Edward O. Magee, Jr.			10,301,778						98,363						10,626						1,617,444
Graciela I. Monteagudo			10,278,429						105,711						26,627						1,617,444
David B. Pendarvis			10,287,572						100,232						22,963						1,617,444
Anne G. Saunders			10,202,293						194,176						14,298						1,617,444

2.    Advisory Vote to Approve Executive Compensation: The Company’s stockholders approved, by advisory vote, the compensation paid to the Company’s named executive officers. The voting results were as follows:

Votes For						Votes Against						Abstain						Broker Non-Votes
10,169,136						204,706						36,925						1,617,444

3.    Ratification of Appointment of Independent Registered Public Accounting Firm: The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2026. The voting results were as follows:

Votes For						Votes Against						Abstain
11,822,758						192,808						12,645

There were no broker non-votes on this proposal.

Item 8.01. Other Events.

On December 10, 2025, the Company issued a press release announcing that the Board of Directors declared a quarterly dividend of $1.02 per share on the Company’s common stock, reflecting an increase of more than 8% compared to the previous quarter’s dividend. The dividend is payable January 30, 2026 to stockholders of record at the close of business on January 16, 2026. The Company also announced that it had scheduled its first fiscal quarter 2026 earnings conference call to be held on January 8, 2026 at 2:00 p.m., PST.

The full text of the press release is furnished herewith as Exhibit 99.1, and the press release is incorporated herein by reference.

The information in Item 8.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and is not deemed incorporated by reference into any of the Company’s filings under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.			Financial Statements and Exhibits.
(d)			Exhibits
Exhibit No.			Description
99.1			Press Release Announcing Dividend Increase and Scheduling of Q1-2026 Earnings Call, dated December 10, 2025
104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WD-40 Company
			(Registrant)
Date: December 16, 2025			/s/ PHENIX Q. KIAMILEV
			Phenix Q. Kiamilev
			Vice President, General Counsel and
			Chief Compliance Officer

FAQ

What dividend did WD-40 Company (WDFC) declare in December 2025?

WD-40 Company declared a quarterly cash dividend of $1.02 per share on its common stock, as approved by the board on December 10, 2025.

By how much did WD-40 Company (WDFC) increase its quarterly dividend?

The new $1.02 per share dividend reflects an increase of more than 8% compared to the previous quarter’s dividend.

When will WDFC pay the new dividend and what is the record date?

The dividend is payable on January 30, 2026 to stockholders of record at the close of business on January 16, 2026.

What were the main results of WD-40 Company’s 2025 annual stockholder meeting?

Stockholders elected nine directors, approved on an advisory basis the compensation of named executive officers, and ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending August 31, 2026.

How many WD-40 Company (WDFC) shares were represented at the 2025 annual meeting?

Holders of 12,028,211 shares, representing over 88% of the 13,527,835 shares entitled to vote as of October 15, 2025, were represented virtually or by proxy.

Which auditing firm did WD-40 Company (WDFC) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as WD-40 Company’s independent registered public accounting firm for the fiscal year ending August 31, 2026.

When is WD-40 Company’s Q1 fiscal 2026 earnings conference call scheduled?

The company scheduled its first fiscal quarter 2026 earnings conference call for January 8, 2026 at 2:00 p.m. Pacific time.