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WD-40 CO. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and WD-40 CO.’s Form 8-K, filed December 18, 2023 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 15Reported items
  • 335Asset managers
  • 4,492Fund votes
  • December 12, 2023Meeting date

Results at a glance

Meeting of December 12, 2023: 14 items on WD-40 CO.’s Form 8-K, filed December 18, 2023: 11 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore WD-40 CO. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by WD-40 CO.

These tallies are WD-40 CO.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed December 18, 2023 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

WD-40 CO. — official shareholder meeting results, meeting held December 12, 2023
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Steven A. Brass 10,876,260123,71417,148 --1,626,856 99%Elected—
Elect Director: Cynthia B. Burks 10,860,604147,2619,257 --1,626,856 99%Elected—
Elect Director: Daniel T. Carter 10,860,144147,5479,431 --1,626,856 99%Elected—
Elect Director: Eric P. Etchart 10,845,004163,1878,931 --1,626,856 99%Elected—
Elect Director: Lara L. Lee 10,850,040158,7618,321 --1,626,856 99%Elected—
Elect Director: Edward O. Magee, Jr. 10,843,646160,38913,087 --1,626,856 99%Elected—
Elect Director: Trevor I. Mihalik 10,847,894160,0809,148 --1,626,856 99%Elected—
Elect Director: Graciela I. Monteagudo 10,803,773195,84917,500 --1,626,856 98%Elected—
Elect Director: David B. Pendarvis 10,852,872141,57522,675 --1,626,856 99%Elected—
Elect Director: Gregory A. Sandfort 10,672,807334,7979,518 --1,626,856 97%Elected—
Elect Director: Anne G. Saunders 10,810,082188,37518,665 --1,626,856 98%Elected—
2. Advisory Vote to Approve Executive Compensation 10,653,724333,89529,503 --1,626,856 97%Approved—
4. Approval of the Company's Amended and Restated 2016 Stock Incentive Plan 10,778,391209,69529,036 --1,626,856 98%Approved—
5. Ratification of Appointment of Independent Registered Public Accounting Firm 10,837,3861,794,95811,634 ---- 86%Approved—

Source: WD-40 CO., Form 8-K, filed with the SEC on December 18, 2023 — read the filing on EDGAR.

How asset managers voted at the WD-40 CO. 2023-2024 meeting

Each item below shows how the 335 asset managers that disclosed a WD-40 CO. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of WD-40 CO.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Anne G. Saunders

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 10,810,082AGAINST: 188,375
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Anne G. Saunders

WD-40 CO.’s own tally for this item (“Elect Director: Anne G. Saunders”): 10,810,082 for, 188,375 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,336,479 for, 1,793 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,336,479AGAINST: 1,793ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Anne ” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

2. Elect Director: Cynthia B. Burks

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 10,860,604AGAINST: 147,261
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Cynthia B. Burks

WD-40 CO.’s own tally for this item (“Elect Director: Cynthia B. Burks”): 10,860,604 for, 147,261 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,336,479 for, 1,793 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,336,479AGAINST: 1,793ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Cynth” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

3. Elect Director: Daniel T. Carter

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 10,860,144AGAINST: 147,547
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Daniel T. Carter

WD-40 CO.’s own tally for this item (“Elect Director: Daniel T. Carter”): 10,860,144 for, 147,547 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,338,272 for, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,338,272ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Danie” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

4. Elect Director: David B. Pendarvis

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 10,852,872AGAINST: 141,575
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: David B. Pendarvis

WD-40 CO.’s own tally for this item (“Elect Director: David B. Pendarvis”): 10,852,872 for, 141,575 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,336,479 for, 1,793 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,336,479AGAINST: 1,793ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: David” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

5. Elect Director: Edward O. Magee, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 10,843,646AGAINST: 160,389
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Edward O. Magee, Jr.

WD-40 CO.’s own tally for this item (“Elect Director: Edward O. Magee, Jr.”): 10,843,646 for, 160,389 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,336,515 for, 1,757 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,336,515AGAINST: 1,757ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Edwar” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

6. Elect Director: Eric P. Etchart

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 10,845,004AGAINST: 163,187
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Eric P. Etchart

WD-40 CO.’s own tally for this item (“Elect Director: Eric P. Etchart”): 10,845,004 for, 163,187 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,335,165 for, 3,107 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,335,165AGAINST: 3,107ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Eric ” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

7. Elect Director: Graciela I. Monteagudo

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 10,803,773AGAINST: 195,849
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Graciela I. Monteagudo

WD-40 CO.’s own tally for this item (“Elect Director: Graciela I. Monteagudo”): 10,803,773 for, 195,849 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,336,515 for, 1,757 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,336,515AGAINST: 1,757ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Graci” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

8. Elect Director: Gregory A. Sandfort

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 10,672,807AGAINST: 334,797
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Gregory A. Sandfort

WD-40 CO.’s own tally for this item (“Elect Director: Gregory A. Sandfort”): 10,672,807 for, 334,797 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,335,392 for, 2,880 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,335,392AGAINST: 2,880ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Grego” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust33,6412,498 00Mixed
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST13,96946 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

9. Elect Director: Lara L. Lee

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 10,850,040AGAINST: 158,761
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Lara L. Lee

WD-40 CO.’s own tally for this item (“Elect Director: Lara L. Lee”): 10,850,040 for, 158,761 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,336,479 for, 1,793 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,336,479AGAINST: 1,793ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Lara ” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

10. Elect Director: Steven A. Brass

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 10,876,260AGAINST: 123,714
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Steven A. Brass

WD-40 CO.’s own tally for this item (“Elect Director: Steven A. Brass”): 10,876,260 for, 123,714 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,336,515 for, 1,757 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,336,515AGAINST: 1,757ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Steve” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

11. Elect Director: Trevor I. Mihalik

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 10,847,894AGAINST: 160,080
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Trevor I. Mihalik

WD-40 CO.’s own tally for this item (“Elect Director: Trevor I. Mihalik”): 10,847,894 for, 160,080 against, per its Form 8-K filed December 18, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of Directors : The Company's stockholders elected the following directors to each serve until the next Annual Meeting or until a successor is duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,334,705 for, 3,567 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,334,705AGAINST: 3,567ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To elect a Board of Directors for the ensuing year and until their successors are elected and qualified: Trevo” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

12. 4. Approval of the Company's Amended and Restated 2016 Stock Incentive Plan

Official resultCOMPENSATIONReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 10,778,391AGAINST: 209,695
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: To approve the Company's Amended and Restated 2016 Stock Incentive Plan to increase the shares reserved for issuance thereunder;

WD-40 CO.’s own tally for this item (“4. Approval of the Company's Amended and Restated 2016 Stock Incentive Plan”): 10,778,391 for, 209,695 against — passed, per its Form 8-K filed December 18, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Approval of the Company's Amended and Restated 2016 Stock Incentive Plan : The Company's stockholders approved the Amended and Restated 2016 Stock Incentive Plan.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 5,332,021 for, 9,195 against, 1,782 abstained, 10,303 not voted.

FOR
FOR: 5,332,021AGAINST: 9,195ABSTAIN: 1,782NOT VOTED: 10,303
Largest asset managers voting on “To approve the Company's Amended and Restated 2016 Stock Incentive Plan to increase the shares reserved for is” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust33,6412,498 00Mixed
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST14,0150 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

13. 2. Advisory Vote to Approve Executive Compensation

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 11 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 10,653,724AGAINST: 333,895
Details: description as filed, official tally, votes by 329 asset managers

Description as filed by funds: To hold an advisory vote to approve executive compensation;

WD-40 CO.’s own tally for this item (“2. Advisory Vote to Approve Executive Compensation”): 10,653,724 for, 333,895 against — passed, per its Form 8-K filed December 18, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Advisory Vote to Approve Executive Compensation : The Company's stockholders approved, by advisory vote, the compensation paid to the Company's named executive officers.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 73 asset managers voting on “To hold an advisory vote to approve executive compensation;” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus127,2020 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST13,96946 00For

Fund voting reports, all 73 managers: 5,335,766 for, 1,803 against, 1,140 abstained, 10,303 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 273 asset managers voting on “To hold an advisory vote to approve executive compensation;” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Meeder Advisory Services, Inc.12,000,0000 00For
APG Asset Management US Inc.1,598,4410 00For
Neuberger Berman643,0930 00For
State Street365,6490 00For
KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC364,2620 00For
BlackRock281,292101 00For
GEODE CAPITAL MANAGEMENT, LLC262,4240 00For
PRINCIPAL GLOBAL INVESTORS172,7500 00For
Charles Schwab134,9580 00For
AMERIPRISE FINANCIAL INC121,0420 00For
MARSHALL WACE, LLP0102,136 00Against
Natixis86,1180 00For
Conestoga Capital Advisors, LLC79,9370 00For
MELLON INVESTMENTS Corp77,8460 00For
DF DENT & CO INC76,4010 00For
Man Group plc066,635 00Against
Invesco52,4130 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC45,6420 00For
EAGLE ASSET MANAGEMENT INC45,2530 00For
Nuveen43,2940 00For
Renaissance39,3930 00For
Vanguard39,1330 00For
BNY Mellon38,4050 00For
Gabelli37,8450 00For
WHITTIER TRUST CO35,9870 00For

No total is shown for the institutional-manager reports: their sum exceeds the company's reported shares outstanding. Showing the 25 largest; see all in the interactive database.

14. To hold an advisory vote on the frequency of future advisory votes on executive compensation;

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 6 wordings of this item as funds reported it.

100% Fund and manager reports combined; may count the same shares twice · no official result

1 YEAR
Details: votes by 310 asset managers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 71 asset managers voting on “To hold an advisory vote on the frequency of future advisory votes on executive compensation;” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard00 00--
BlackRock00 00--
Neuberger Berman00 00--
First Trust00 00--
Fidelity00 00--
CONESTOGA FUNDS00 00--
Dimensional00 00--
Charles Schwab00 00--
Columbia Threadneedle00 00--
Virtus00 00--
State Street00 00--
Equitable00 00--
Principal00 00--
Nationwide00 00--
Invesco00 00--
Brighthouse00 1,1400Abstain
ProShares00 00--
Jackson National00 00--
TIAA00 00--
Bridge Builder Trust00 00--
WisdomTree00 00--
BNY Mellon00 00--
QUANTITATIVE MASTER SERIES LLC00 00--
Prudential/PGIM00 00--
PACE SELECT ADVISORS TRUST00 00--

Fund voting reports, all 71 managers: 1,518 for, 1,140 abstained, 5,191,716 1 year, 141,681 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 257 asset managers voting on “To hold an advisory vote on the frequency of future advisory votes on executive compensation;” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Meeder Advisory Services, Inc.00 00--
Neuberger Berman00 00--
State Street00 00--
KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC00 00--
BlackRock00 00--
GEODE CAPITAL MANAGEMENT, LLC00 00--
PRINCIPAL GLOBAL INVESTORS00 00--
Charles Schwab00 00Not Voted
AMERIPRISE FINANCIAL INC00 00--
MARSHALL WACE, LLP00 00--
Natixis00 00--
Conestoga Capital Advisors, LLC00 00--
MELLON INVESTMENTS Corp00 00--
DF DENT & CO INC00 00--
Man Group plc00 00--
Invesco00 00--
PARAMETRIC PORTFOLIO ASSOCIATES LLC00 00--
EAGLE ASSET MANAGEMENT INC00 00--
Nuveen00 00--
Renaissance00 00--
Vanguard00 00--
BNY Mellon00 00--
Gabelli00 00--
WHITTIER TRUST CO00 00--
Rhumbline17,5730 00For

No total is shown for the institutional-manager reports: their sum exceeds the company's reported shares outstanding. Showing the 25 largest; see all in the interactive database.

15. 5. Ratification of Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

86% Approved · of votes cast

FOR 86%AGAINST
FOR: 10,837,386AGAINST: 1,794,958
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2024; and

WD-40 CO.’s own tally for this item (“5. Ratification of Appointment of Independent Registered Public Accounting Firm”): 10,837,386 for, 1,794,958 against — passed, per its Form 8-K filed December 18, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Ratification of Appointment of Independent Registered Public Accounting Firm : The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending August 31, 2024.”
Support: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 76 asset managers below reported 5,330,424 for, 6,443 against, 1,140 abstained, 10,303 not voted.

FOR
FOR: 5,330,424AGAINST: 6,443ABSTAIN: 1,140NOT VOTED: 10,303
Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public account” at WD-40 CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,575,2660 00For
BlackRock1,183,6780 00For
Neuberger Berman387,4960 00For
First Trust346,9310 00For
Fidelity259,1470 00For
CONESTOGA FUNDS222,3510 00For
Dimensional133,6360 00For
Charles Schwab130,9340 00For
Columbia Threadneedle127,9910 00For
Virtus125,7970 00For
State Street118,2520 00For
Equitable74,6470 00For
Principal62,0940 00For
Nationwide60,2200 00For
Invesco48,1490 00For
Brighthouse38,8400 1,1400For
ProShares39,3090 00For
Jackson National37,7150 00For
TIAA36,1620 00For
Bridge Builder Trust36,1390 00For
WisdomTree35,2990 00For
BNY Mellon25,9710 00For
QUANTITATIVE MASTER SERIES LLC24,1570 00For
Prudential/PGIM15,2580 00For
PACE SELECT ADVISORS TRUST13,96946 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Largest WD-40 CO. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 13,557,614 shares outstanding at the time of that meeting.

Fund voting reports: top WD-40 CO. shareholders by shares voted on “To hold an advisory vote to approve executive compensation;”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 11.62%
2BlackRock 8.73%
3Neuberger Berman 2.86%
4First Trust 2.56%
5Fidelity 1.91%
6CONESTOGA FUNDS 1.64%
7Dimensional 0.99%
8Charles Schwab 0.97%
9Columbia Threadneedle 0.94%
10Virtus 0.94%
Institutional-manager reports: top WD-40 CO. shareholders by shares voted on “To hold an advisory vote to approve executive compensation;”, 2023-2024
#Asset manager % of shares outstanding
1Meeder Advisory Services, Inc. 88.51%
2APG Asset Management US Inc. 11.79%
3Neuberger Berman 4.74%
4State Street 2.70%
5KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC 2.69%
6BlackRock 2.08%
7GEODE CAPITAL MANAGEMENT, LLC 1.94%
8PRINCIPAL GLOBAL INVESTORS 1.27%
9Charles Schwab 1.00%
10AMERIPRISE FINANCIAL INC 0.89%

Reported WD-40 CO. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

WD-40 CO. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock 14.65% 13F
APG Asset Management N.V. 13.15% DEF14A
Vanguard Group 11.82% 13F
State Street 3.81% 13F
Geode Capital 2.51% 13F
Dimensional Fund Advisors 2.22% 13F
Renaissance Technologies 1.80% 13F
Northern Trust 1.37% 13F
Morgan Stanley 1.31% 13F
Citadel Advisors 1.23% 13F

Percentages above are of 13,557,614 shares outstanding, as reported by WD-40 CO. on its Form 10-Q dated November 30, 2023 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from WD-40 CO.’s 10-Q dated November 30, 2023. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At WD-40 CO.'s shareholder meeting held December 12, 2023, in the 2023-2024 proxy season, 335 asset managers reported how they voted in their SEC Form N-PX filings, covering 4,492 separate fund positions. Their filings are grouped here into 15 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To hold an advisory vote to approve executive compensation; — WD-40 CO.'s filing reports the proposal as approved, with 97% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: WD-40 CO.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on December 18, 2023.

WD-40 CO. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.