WD 40 CO 8-K

What Happened

• WD-40 Company announced that its Board appointed Ken Plunk as a director, effective February 18, 2026. The Board increased its size from 9 to 10 directors to fill this seat. Mr. Plunk was also named a member of the Board’s Audit Committee and Finance Committee.
• Mr. Plunk (age 62) most recently served as CFO and SVP, IT at J&J Snack Foods Corp. (Sept 2020–Dec 2024) and held senior finance and operations roles at Walmart and earlier positions at The Home Depot and The Coca-Cola Company. He holds a BBA in Accounting from the University of Memphis, began his career at Ernst & Young, is an inactive CPA (TN), and is a Six Sigma Green Belt.

Key Details

• Appointment effective date: February 18, 2026; filing date: February 19, 2026.
• Board size increased from 9 to 10 directors to accommodate the appointment.
• Equity award: 515 restricted stock units (RSUs) granted on Feb 18, 2026 with a fair market value of ~$125,000; the RSUs are fully vested and will be issued as shares upon termination of his service; RSUs accrue dividend equivalents while outstanding.
• Cash compensation: $75,000 base director fee (Mr. Plunk elected to receive this in cash) plus prorated committee fees of $8,250 (Audit) and $4,500 (Finance) through the 2026 annual meeting. Compensation follows the Board’s Directors’ Compensation Policy and Election Plan adopted June 16, 2025.
• The company furnished a press release announcing the appointment as Exhibit 99.1 to the 8-K.

Why It Matters

• This is a governance update: adding a director with recent CFO and large-retailer finance experience strengthens the Board’s financial and oversight capabilities, especially given his placement on the Audit and Finance Committees.
• Compensation details (RSUs that are fully vested plus cash fees) show the company’s standard practice for non-employee director pay and how new directors are being incentivized and aligned with shareholders under the Board’s 2025 compensation plan.

Keywords: director appointment, governance, Audit Committee, Finance Committee, RSU, compensation, WD-40 Company.