WD-40 Company (WDFC)
NASDAQ: WDFC · Real-Time Price · USD
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Oct 1, 2026, 3:40 PM EDT - Market open
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AGM 2017

Dec 12, 2017

Linda A. Lang
Non-Executive Board Chair, WD-40 Company

Good afternoon, ladies and gentlemen. I'm Linda Lang, the company's Non-Executive Board Chair. I'm very happy to welcome you to the annual meeting of stockholders. I became a member of the WD-40 board in 2004, and it's been an honor and a privilege to serve alongside my fellow board members and to partner with this outstanding management team. I previously served as Chairman and CEO of Jack in the Box right here in San Diego from 2005 until my retirement in 2014. Before calling the meeting to order, I'd like to introduce the other director nominees who are here with us today. Would each nominee please stand as I call your name? Peter Bewley served as Senior Vice President, General Counsel, and Corporate Secretary of The Clorox Company from 1998 to 2005. He is the Chair of our Corporate Governance Committee.

Daniel Carter served as the Executive Vice President and Chief Financial Officer of BevMo! from 2009 until June 2016, and he is the Former President, CEO, and Board Member of Rubio's Restaurants, Inc. Gregory Sanford is President and Chief Executive Officer of Tractor Supply Company, and he is the Chair of our Compensation Committee. Neil Smalley was President and Chief Operating Officer of Sempra Energy from 2006 until his retirement in 2011. Garry Ridge is the President and CEO of the WD-40 Company. I'd also like to introduce Sarah and Adam from PricewaterhouseCoopers, the company's auditors, and they will be available to answer questions during the Q&A session of this meeting. For the business matters to be conducted here today, I will act as Chairman of this meeting. Rich Clampitt, our General Counsel and Corporate Secretary, will act as Secretary of the meeting.

We will now officially start the meeting by confirming that proper notice of the meeting has been given and that we have a quorum.

Richard Clampitt
Vice President, General Counsel, and Corporate Secretary, WD-40 Company

Thank you. I'm pleased to report that proper notice of the meeting has been given and that at least 12,800,000 shares are represented in person or by proxy, constituting a quorum.

Linda A. Lang
Non-Executive Board Chair, WD-40 Company

Thank you, Rich. I now call this meeting to order. Following my opening remarks, Garry Ridge will discuss WD-40's strategic outlook and then take questions from the audience. Following these presentations, we will introduce the five matters to be acted upon by stockholder vote at today's meeting. The five matters for consideration are the election of directors, an advisory vote to approve executive compensation, an advisory vote on the frequency of future advisory votes on executive compensation, approval of the WD-40 Company 2017 Performance Incentive Compensation Plan, and the ratification of the election of our independent auditors. The board of directors of WD-40 Company is dedicated to providing its collective knowledge, experience, and guidance under the highest corporate governance standards to ensure that we continue to build an enduring company. As President and CEO, it is my pleasure to introduce our Board Chair, Garry Ridge. Garry?

Garry Ridge
President and CEO, WD-40 Company

Linda. How delightful to welcome you here to our new teepee. Thank you to those that have come to see our new home. We wore the other one out. It took us 44 years, so we thought it was time to move. To our webcast audience that are out there listening to us today, welcome. I know we have tribe members from China and Australia and Malaysia and probably somewhere in Europe listening in, so we welcome them to us today. I'm just going to take you briefly through some of the strategic initiatives we have and give you a view of what our dreams are into the future and, with that, hopefully help you understand how we think about our time and our talent and our treasure and our technology here at WD-40 Company.

As the front page of our annual report says, the secret to the success here is when you reach behind the can, and that's with the marvelous tribe members that we have in all our countries around the world, who wake up every day to make a difference by helping us grow this wonderful company to benefit the stockholders and the tribe members that give their time and talent. I want to draw your attention to our forward-looking statement. I'm not going to read it, but it's on the webcast. Please pay attention to the forward-looking statement. Who are we? What does a good business look like to us? It looks like it's a simple and easy-to-understand business model. We dominate in our industry. We have superior returns on capital.

We have sustainable competitive advantage, significant cash flow generation, strong balance sheet, growth opportunities, and a proven management team. The company started in 1953, and if you walked in today, you may have seen the steps that lead up to our second floor. It starts at 1953 and counts to 40, and at 40 was our success. Since then, we've grown to take our blue and yellow can with a little red top to 176 countries around the world. What really excites me is today, someone in China or other countries in the world will wake up and will meet that can for the very first time. That's what I call acquisition of new users every day. 90% of our business is in the power of the shield, the blue and yellow can.

In the last few years, we've extended the trust that our end users have granted us in a range of products with WD-40 Specialist. Our home care and cleaning products make up about 10% of our annual revenue. These products are profitable, and they contribute to the funding of our overall business. It's a simple business model. We've said it for many years. In business, you need people, purpose, passion, and products. Again, the cornerstone to our operation is our people, our tribal culture. We envisage a place where people go to work every day, they make a contribution to something bigger than themselves, they learn, and they go home happy. That's what we try to produce here at WD-40. Our purpose is our why we get up every day. Our values are there to guide us to make great decisions.

Then, where most companies get stuck is what I call the typhoon zone, which is about just planning and just execution. If you get stuck there and don't come out the other end and have learning moments, you continue to make either the same bad mistakes or don't have the good learning moments over time. Our culture is built on four pillars of care, candor, accountability, and responsibility. We care about our people at WD-40. We're going to be candid, no lying, no faking, no hiding. We're going to hold each other accountable. We expect each other to be responsible. Our purpose statement is simple. We get up every day. We exist to create positive, lasting memories in everything we do. We solve problems, we make things work smoothly. We create opportunities.

How we do that is by creating these memories, by cultivating a tribal culture of learning and teaching, which produces a highly engaged workforce who live our company's values every day. What we do is take these great products to the world. Our values are simple. They set our people free. Anyone in the organization can make any decision they want. They're hierarchical. The number 1 value is the most important to us. We value doing the right thing. These are the values that empower our people globally, 24 hours a day, seven days a week, because the sun never sets on WD-40. Somewhere in the world, someone's buying, spraying, or using every minute of the day. Our circle of competence. Warren Buffett says it's not necessarily important how big or small your circle of competence is. You just need to know where the boundaries are.

We believe that these four boundaries is where we hold a level of competence. We have a competence in growing a thriving and passionate culture built on purpose. We have a competence in global. We know where our markets are around the world. We have a competence in distribution. We have a competence in understanding our end users. No doubt about this, the cornerstone is the power of the shield, the secret formula that's never been patented, that holds the secret to the success and the performance of our core brand. More importantly, the blue and yellow can with little red top or the yellow shield, which assures our end users that we're going to meet their requirements, problem solved, job done right. Our employee engagement is envied around the world. 93% of our people come to work every day. They say they're engaged.

96% of our people say they love to tell people they work at the company, and 99% of our people say that they believe their values are aligned with the company's values. We were measuring employee engagement before it was a trend since 1999. There's a great statement that says, "Pleasure in the work puts perfection in the job." Aristotle said that in 384 BC, so I guess a lot of people have been slow learners. We certainly realize that creating a great cultural environment where people love to go to work and have fun is really important. Our global infrastructure's distribution is special. We sell our products through 62 different trade channels. How does that differ from other companies? Just like this. Most companies have a brand that is on a number of products. Product a year.

Knowing where they are, knowing where they shop, knowing where they read, knowing how they get educated is really very, very important to us to bring efficiency to our marketing efforts. Our strategic initiatives. I love this quote from Branson. It says, "If your dreams don't scare you, they are too small." We have a dream, a dream that by the year 2025, we'll have revenues of about $700 million. How are we going to do that? We're going to grow the blue and yellow can with a little red top to about $530 million. We're going to grow our specialist product line to about $100 million. The base, the rest of our product range will be about $70 million, which includes our 3-IN-ONE product, RV, Bike, Spot Shot, and Carpet Fresh in Australia and a couple of our other brands, Lava.

We're going to attract, retain, and develop magnificent tribe members. Of course, we're going to continue to drive operational excellence. We have a dream that is one of being a very efficient organization, which we probably are pretty well as now, but we always need to keep looking at our metrics, which is having a gross margin of 55% or better, striving to have our cost of doing business to near 30%, and then having a result of a 25% EBITDA. The strategic initiative number 1, global expansion. We estimate the global market for multi-purpose maintenance products like WD-40 is about $1 billion. This is where you see, we see the opportunities. The bigger the circle, the bigger the opportunities around the world.

It's no accident that 10 years ago, we opened a subsidiary in mainland China, and we have nearly 60 tribe members there who get up every morning and make new end users aware of our product. India, Indonesia, Germany, the second largest DIY market in the world, still has great opportunities for growth. Brazil, Mexico, Italy, South Korea, Thailand, countries all around the world that are yet to meet the benchmark that we're setting that's going to help us get to our goal. The other initiative under our brand is what we call premiumization, where a number of years ago, we solved the one and only, or one of the very few problems that we had with the can, which was, what do we do when we lose that damn straw?

We invented the Smart Straw delivery system, just recently, our EZ-REACH delivery system, which came out of some very, very precise research where end users, particularly in the trades area, said, "We would love to get WD-40 to places that are hard to get to. Could you develop a delivery system with a flexible straw?" We did. Now we're helping solve problems in those workshops of the world. Our development opportunities are very, very specific and deliberate. Another area of competence is helping our retailers get maximum use out of the shelf space. We're in the real estate business, if we can help our retailers get maximum return out of that very precious shelf space, we'll be a more valuable vendor to them.

We do that through gaining consumer insights into how they shop, where they shop, what they shop for, then helping them provide that to their customers in a clear communication. Our nurture and develop. Recently, we launched a range of 3-IN-ONE RVcare products. Of course, our BIKE products continue to grow. We grew them also in the U.K. a couple of years ago with the acquisition of GT85, our Spot Shot and Lava brands in the U.S., our 1001 range of products in the U.K., then in Australia, Solvol and Carpet Fresh. This is how it will look. Back in 2007, our revenues were about $308 million, they were primarily made up of the blue and yellow can and the other household products. In 2017, where we just finished, we had revenues of $381 million.

$292 million of that was the core product, $92 million worth of true growth. In just a very short period of time, we've taken a brand from nothing to $26 million with Specialist, we're just on the beginning of that road of growth. Looking forward, we see our $700 million dream in 2025. Every day we get up we put deliberate, meaningful thought into how to turning that dream into realities. We look forward to you following us in the next years to come as we continue to grow. Unfortunately, in the last couple of years, our revenue growth has been shadowed by currency. We hope that currency is out of the way now and our real growth will come. Unwrapping going to go on around here. Steady growth of the WD-40 Multi-Use Product.

We've got to continue to focus on growing our Specialist product line, maintain our gross margin, manage our cost of business and revenue towards our goal of 30%. That's a high goal, we're not going to let go of it. We're going to continue to work to grow our revenues to maximize and leverage the infrastructure that we have in place. Protect the power of the shield and mitigate any regulatory impact we have around the world. We have a fantastic R&D team and quality team that get up every day to make sure that we do deliver what our promise is to our customers, and that our products are made without any Prop 65 chemicals, no cancer-causing agents, using the best ingredients we can find so they're safe and easy to use. What are our biggest risks? Because there are risks in business.

Well, number one would be not living our values or maintaining and enriching our tribal culture. If we lose that, we lose a lot. Loss of focus, not executing against our strategic drivers. As I said earlier, time, talent, treasure, and technology, none of them are abundant, and our strategic drivers are there to help us focus on what we need to do every day. Overwhelming complexity of operating a business in 176 countries in 62 trade channels. This is a complex business. It seems simple, but it's not easy. As I said, we're operating in all of these locations every minute of every day. Misaligned compensation, moving away from pay for performance. We're an organization that rewards the people for great results, so we need to continue to do that. Not being deliberate and focused.

Deviating away from best-in-class products that generate positive, lasting memories from our end users. Temptation to de-worsify. What I mean by that is bad capital allocation. Developing products that need more support than our business model allows or targeting end user groups that don't fit our existing distribution model. Of course, what makes it all fun, we live in a world that's full of volatility, uncertainty, complexity and ambiguity, and boy, wouldn't it be boring if it wasn't like that? Thank you. I'd like to hand back to Linda, who's going to take us through the rest of the meeting, and at the end of that, I'll take any questions. I don't need to have anybody's appendix up there.

Linda A. Lang
Non-Executive Board Chair, WD-40 Company

Thank you, Garry. Excellent. He has the fun part. That's fun. What a great history, though, for the company. As Garry said, enviable engagement by all the tribal members at the company, and then a very impressive goal in the future. Thank you for all of your commitment and dedication towards achieving those goals. There are five matters to be voted upon at today's meeting, as presented in the proxy statement delivered to stockholders with the notice of annual meeting. If there is anyone present who has not had an opportunity to vote or who wishes to change their vote, you may execute a ballot at the registration table at this time, and that table is outside. We have one person. Are you going to vote? Yes? Okay. We'll hold off. Hold off? Yes. Okay. We have it here. Okay.

We'll just make sure that she's got her vote in, and then we're good to go. Anyone know a good joke? No. Thank you. Okay. Would the secretary please confirm that the stockholders have voted to approve the matters included on the ballot?

Richard Clampitt
Vice President, General Counsel, and Corporate Secretary, WD-40 Company

Thank you. First matter is the election of directors. I'm pleased to report that all of the nominees have received sufficient votes to be elected to serve as directors until their successors are elected and qualified. With respect to the advisory vote to approve executive compensation, I'm pleased to announce that at least 10,300,000 shares have been voted to approve executive compensation. In the advisory vote on the frequency of future advisory votes to approve executive compensation, a majority of the stockholders have voted in favor of continuing annual advisory votes to approve executive compensation. The fourth matter presented for stockholder vote is approval of the WD-40 Company 2017 Performance Incentive Compensation Plan. I'm pleased to announce that at least 10,400,000 shares have been voted for approval of the plan.

The last matter for stockholder approval is the ratification of the audit committee's selection of PricewaterhouseCoopers LLP as the company's independent accountants for the next fiscal year. A representative of PricewaterhouseCoopers is present and has been offered the opportunity to make a statement and can respond to appropriate questions.