Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On October 12, 2021, the Company’s Board of Directors approved a new share buy-back plan.
+Added: On October 12, 2021, the Company’s Board of Directors approved a new share repurchase plan.
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.
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.
−Removed: 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.
−Removed: The following table provides information with respect to all purchases made by the Company during the three months ended November 30, 2021.
+Added: During the period from December 1, 2021 through February 28, 2022, the Company repurchased 78,637 shares at a total cost of $18.2 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 February 28, 2022.
All purchases listed below were made in the open market at prevailing market prices.
−Removed: 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: Purchase transactions between December 1, 2021 and January 11, 2022 were executed pursuant to trading plans adopted by the Company pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934.
Total Shares Purchased
1 unchanged sentence
as Part of Publicly
−Removed: That May Yet By
+Added: That May Yet Be
Total # of Shares
3 unchanged sentences
Plans & Programs
−Removed: November 1 - November 30
+Added: December 1 - December 31
+Added: January 1 - January 31
+Added: February 1 - February 28
Certificate of Incorporation, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 3(a) thereto.
1 unchanged sentence
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.
+Added: Change of Control Severance Agreement between WD-40 Company and Phenix Q.
+Added: Kiamilev dated December 13, 2021.
+Added: Transition and Release Agreement, dated March 11, 2022, between WD-40 Company and Garry O.
+Added: Ridge, incorporated by reference from the Registrant’s Form 8-K filed March 16, 2022, Exhibit 10.1 thereto.
+Added: FY 2022 Restricted Stock Unit Award Agreement, dated March 11, 2022, between WD-40 Company and Garry O.
+Added: Ridge, incorporated by reference from the Registrant’s Form 8-K filed March 16, 2022, Exhibit 10.2 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 November 30, 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 February 28, 2022, formatted in iXBRL (inline eXtensible Business Reporting Language):
(i) the Condensed Consolidated Balance Sheets;
7 unchanged sentences
WD-40 COMPANY
−Removed: January 6, 2022
+Added: April 7, 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.