Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: On October 12, 2021, the Company’s Board of Directors approved a new share repurchase plan.
−Removed: 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: On October 12, 2021, the Company’s Board of Directors approved a share repurchase plan (the “2021 Repurchase Plan”).
+Added: Under the 2021 Repurchase 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 December 1, 2022 through February 28, 2023, the Company repurchased 9,250 shares at a total cost of $1.6 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 February 28, 2023.
+Added: During the period from March 1, 2023 through May 31, 2023, the Company repurchased 10,000 shares at a total cost of $1.8 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 May 31, 2023.
All purchases listed below were made in the open market at prevailing market prices.
−Removed: Purchase transactions between December 1, 2022 and January 10, 2023 and between February 14, 2023 and February 28, 2023 were executed pursuant to trading plans adopted by the Company pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934.
−Removed: Total Shares Purchased
−Removed: Max $ Value of Shares
−Removed: as Part of Publicly
−Removed: That May Yet Be
+Added: Purchase transactions between March 1, 2023 and April 3, 2023 were executed pursuant to trading plans adopted by the Company pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934.
Total # of Shares
−Removed: Average Price Paid
+Added: Purchased Average Price Paid
+Added: Per Share Total Shares Purchased
+Added: as Part of Publicly
Announced Plans
+Added: & Programs Max $ Value of Shares
+Added: That May Yet Be
Purchased Under the
Plans & Programs
−Removed: December 1 – December 31
−Removed: January 1 – January 31
−Removed: February 1 – February 28
−Removed: Certificate of Incorporation, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 3(a) thereto.
−Removed: 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: Form of Change in Control Severance Agreement between WD-40 Company and Executive Officers, incorporated by reference from the Registrant’s Form 10-Q filed January 9, 2023, Exhibit 10(a) thereto.
−Removed: Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 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 February 28, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language):
+Added: March 1 – March 31 5,500 $ 172.50 5,500 $ 39,254,703
+Added: April 1 – April 30 500 $ 180.04 500 $ 39,164,683
+Added: May 1 – May 31 4,000 $ 188.68 4,000 $ 38,409,977
+Added: 10,000 $ 179.35 10,000
+Added: 3(a) Certificate of Incorporation, incorporated by reference from the Registrant’s Form 10-K filed October 21, 2020, Exhibit 3(a) thereto.
+Added: 3(b) Amended and Restated Bylaws of WD-40 Company, incorporated by reference from the Registrant’s Form 8-K filed June 23, 2023, Exhibit 3.2 thereto.
+Added: 10(a) Form of Change in Control Severance Agreement between WD-40 Company and Executive Officers, incorporated by reference from the Registrant’s Form 10-Q filed January 9, 2023, Exhibit 10(a) thereto.
+Added: 10(b) Policy for Recovery of Erroneously Awarded Compensation of WD-40 Company, incorporated by reference from the Registrant’s Form 8-K filed June 23, 2023, Exhibit 10.1 thereto.
+Added: 31(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 31(b) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 32(a) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 32(b) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 101 The following materials from WD-40 Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language):
(i) the Condensed Consolidated Balance Sheets;
7 unchanged sentences
WD-40 COMPANY
−Removed: April 6, 2023
+Added: July 10, 2023
/s/ STEVEN A.
3 unchanged sentences
Chief Financial Officer
−Removed: /s/ RAE ANN PARTLO
−Removed: Rae Ann Partlo
−Removed: Vice President, Corporate Controller and
−Removed: Principal Accounting Officer
+Added: (Principal Financial Officer and Principal Accounting Officer)
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.