WD-40 adopts clawback policy effective Oct 2, 2023; amends bylaws for universal proxy rules

WD 40 CO

Adopted clawback policy effective Oct 2, 2023; requires recovery of erroneously awarded incentive compensation from executives upon a financial restatement, regardless of misconduct.
Amended bylaws effective June 19, 2023 to comply with SEC universal proxy rules and recent Delaware General Corporation Law changes.
Bylaw amendments enhance procedural requirements for stockholder nominations and proposals, including additional disclosures and universal proxy card use.
Company reserves exclusive use of white proxy card; can exclude nominations if stockholder fails to satisfy universal proxy requirements.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

WD 40 CO: Amended and restated bylaws to reflect recent DGCL amendments, update stockholder meeting procedures, enhance proxy and nomination disclosure requirements, and align with Universal Proxy Rules (effective 2023-06-19).

Change: bylaw amendment
Effective: 2023-06-19

Exact text from the filing

On June 19, 2023, in connection with the adoption of Rule 14a-19 (“Universal Proxy Rules”) under the Exchange Act by the Securities and Exchange Commission, certain recent changes to Delaware General Corporation Law (“DGCL”), and a periodic review of the Company’s bylaws, the Board approved the Company’s Amended and Restated Bylaws (“A&R Bylaws”), effective immediately.

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Source: SEC EDGAR

accession 0000105132-23-000029

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