Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−Removed: The Company made this election in order to preserve cash while it continued to monitor the long-term impacts of the COVID-19 pandemic.
−Removed: The Company will continue to evaluate future authorizations of share buy-backs.
−Removed: No repurchase transactions were made during the first nine months of fiscal year 2021.
+Added: On October 12, 2021, the Company’s Board of Directors approved a new share buy-back plan.
+Added: Under the plan, which became effective on November 1, 2021, the Company is authorized to acquire up to $75.0 million of its outstanding shares through August 31, 2023.
+Added: 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, subject to present loan covenants and in compliance with all laws and regulations applicable thereto.
+Added: During the period from November 1, 2021 through November 30, 2021, the Company repurchased 32,000 shares at a total cost of $7.4 million under this $75.0 million plan.
+Added: The following table provides information with respect to all purchases made by the Company during the three months ended November 30, 2021.
+Added: All purchases listed below were made in the open market at prevailing market prices.
+Added: Purchase transactions between November 16, 2021 and November 30, 2021 were executed pursuant to trading plans adopted by the Company pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934.
+Added: Total Shares Purchased
+Added: Max $ Value of Shares
+Added: as Part of Publicly
+Added: That May Yet By
+Added: Total # of Shares
+Added: Average Price Paid
+Added: Announced Plans
+Added: Purchased Under the
+Added: Plans & Programs
+Added: November 1 - November 30
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: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Libor Transition Agreement dated November 29, 2021 among the Company and Bank of America, N.A., incorporated by reference from the Registrant's Form 8-K filed December 1, 2021, Exhibit 10(a) 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, 2021, 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, 2021, formatted in iXBRL (inline eXtensible Business Reporting Language):
(i) the Condensed Consolidated Balance Sheets;
7 unchanged sentences
WD-40 COMPANY
+Added: January 6, 2022
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.