3 unchanged sentences
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 March 1, 2022 through May 31, 2022, the Company repurchased 23,200 shares at a total cost of $4.2 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, 2022.
+Added: During the period from September 1, 2022 through November 30, 2022, the Company repurchased 22,420 shares at a total cost of $4.1 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, 2022.
All purchases listed below were made in the open market at prevailing market prices.
−Removed: Purchase transactions between May 17, 2022 and May 31, 2022 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 during the first quarter of fiscal year 2023 were executed pursuant to trading plans adopted by the Company pursuant to Rule 10b5-1 and Rule 10b-18 under the Securities Exchange Act of 1934.
Total Shares Purchased
7 unchanged sentences
Plans & Programs
−Removed: March 1 - March 31
−Removed: April 1 - April 30
−Removed: May 1 - May 31
+Added: September 1 – September 30
+Added: October 1 – October 31
+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: 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.
−Removed: Change of Control Severance Agreement between WD-40 Company and Phenix Q.
−Removed: Kiamilev dated December 13, 2021, incorporated by reference from the Registrant’s Form 10-Q filed April 7, 2022, Exhibit 10(b) thereto.
−Removed: Transition and Release Agreement, dated March 11, 2022, between WD-40 Company and Garry O.
−Removed: Ridge, incorporated by reference from the Registrant’s Form 8-K filed March 16, 2022, Exhibit 10.1 thereto.
−Removed: FY 2022 Restricted Stock Unit Award Agreement, dated March 11, 2022, between WD-40 Company and Garry O.
−Removed: Ridge, incorporated by reference from the Registrant’s Form 8-K filed March 16, 2022, Exhibit 10.2 thereto.
+Added: Form of Change in Control Severance Agreement between WD-40 Company and Executive Officers.
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, 2022, 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, 2022, formatted in iXBRL (inline eXtensible Business Reporting Language):
(i) the Condensed Consolidated Balance Sheets;
1 unchanged sentence
(iii) the Condensed Consolidated Statements of Comprehensive Income;
−Removed: (iv) the Condensed Consolidated Statements of Shareholders’ Equity;
+Added: (iv) the Condensed Consolidated Statements of Stockholders’ Equity;
(v) the Condensed Consolidated Statements of Cash Flows;
3 unchanged sentences
WD-40 COMPANY
−Removed: Chief Executive Officer
+Added: January 9, 2023
+Added: /s/ STEVEN A.
+Added: President and Chief Executive Officer
(Principal Executive Officer)
6 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.