Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On June 19, 201 8 , the Company’s Board of Directors approved a share buy-back plan.
−Removed: Under the plan, which became effective on September 1, 2018, the Company is authorized to acquire up to $75.0 million of its outstanding shares through August 31, 2020.
−Removed: The timing and amount of repurchases are based on terms and conditions as may be acceptable to the Company’s Chief Executive Officer and Chief Financial Officer and in compliance with all laws and regulations applicable thereto.
−Removed: During the period from September 1, 2018 through May 31, 2020, the Company repurchased 268,538 shares at a total cost of $46.4 million under this $75.0 million plan .
−Removed: The following table provides information with respect to all purchases made by the Company during the three months ended May 31, 2020 .
−Removed: All purchases listed below were made in the open market at prevailing market prices.
−Removed: Purchase transactions between March 1, 2020 and April 7, 2020 were executed pursuant to trading plans adopted by the Company pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934.
−Removed: On April 8, 2020, the Company elected to temporarily suspend repurchases under its current share buy-back plan.
−Removed: The Company has elected this suspension in order to preserve cash while it monitors the impacts of the COVID-19 pandemic as it continues to unfold.
−Removed: Therefore, no purchase transactions were made between April 8, 2020 and May 31, 2020.
−Removed: Dollar Value of
−Removed: Purchased as Part
−Removed: Shares that May
−Removed: Yet Be Purchased
−Removed: Announced Plans
−Removed: Under the Plans
−Removed: March 1 - March 31
−Removed: April 1 - April 30
−Removed: May 1 - May 31
+Added: On April 8, 2020, the Company elected to suspend repurchases under its previously approved share buy-back plan, which subsequently expired on August 31, 2020.
+Added: The Company made this election in order to preserve cash while it continued to monitor the long-term impacts of the COVID-19 pandemic.
+Added: Management does not expect to seek Board approval for a new share buy-back plan until it starts to see a reduced level of uncertainty regarding the pandemic’s impact on the economy and the Company’s business.
+Added: Therefore, no repurchase transactions were made during the first quarter of fiscal year 2021.
Certificate of Incorporation, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 3(a) thereto.
Amended and Restated Bylaws of WD-40 Company, incorporated by reference from the Registrant’s Form 8-K filed August 16, 2018, Exhibit 3.1 thereto.
−Removed: Change of Control Severance Agreement between WD-40 Company and Patricia Q.
−Removed: Olsem dated October 8, 2019, incorporated by reference from the Registrant’s Form 10-Q filed January 9, 2020, Exhibit 10(a) thereto .
−Removed: Amended and Restated Credit Agreement dated March 16, 2020 among WD-40 Company and Bank of America, incorporated by reference from the Registrant’s Form 8-K filed March 20, 2020, Exhibit 10(a) thereto .
−Removed: Second Amendment to Note Purchase and Private Shelf Agreement dated March 16, 2020 among WD-40 Company and Prudential and the Note Purchasers, incorporated by reference from the Registrant’s Form 8-K filed March 20, 2020, Exhibit 10(b) thereto .
−Removed: Form of Acknowledgement Letter Agreement dated April 8, 2020 among WD-40 Company and Bank of America, incorporated by reference from the Registrant’s Form 10-Q filed April 9, 2020, Exhibit 10(d) thereto .
−Removed: Form of Limited Consent Letter Agreement dated April 8, 2020 among WD-40 Company and Prudential and the Note Purchasers, incorporated by reference from the Registrant’s Form 10-Q filed April 9, 2020, Exhibit 10(e) thereto .
+Added: First Amendment to Credit Agreement dated September 30, 2020 among Company and Bank of America, N.A., incorporated by reference from the Registrant's Form 8-K filed October 6, 2020, Exhibit 10(a) thereto.
+Added: Third Amendment to Note Purchase and Private Shelf Agreement dated September 30, 2020 among WD-40 Company and Prudential and the Note Purchasers, incorporated by reference from the Registrant's Form 8-K filed October 6, 2020, Exhibit 10(e) thereto.
+Added: Series B Senior Notes dated September 30, 2020, incorporated by reference from the Registrant’s Form 8-K filed October 6, 2020, Exhibit 10(f) thereto.
+Added: Series C Senior Notes dated September 30, 2020, incorporated by reference from the Registrant’s Form 8-K filed October 6, 2020, Exhibit 10(g) thereto.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
2 unchanged sentences
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: The following materials from WD-40 Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2020, formatted in iXBRL (inline eXtensible Business Reporting Language):
+Added: The following materials from WD-40 Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2020, formatted in iXBRL (inline eXtensible Business Reporting Language):
(i) the Condensed Consolidated Balance Sheets;
7 unchanged sentences
WD-40 COMPANY
+Added: January 7, 2021
Chief Executive Officer
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.