UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b02 of the Securities Exchange Act of 1934 (§240.12b02 of this chapter).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On September 15, 2021, American Vanguard Corporation (“Registrant”) issued a press release announcing that Lawrence S. Clark, who has served on the Registrant’s board of directors since 2006, has submitted a resignation from the board and its committees effective close of business on Thursday, December 9, 2021. Mr. Clark is currently chair of the Compensation Committee and serves on both the Audit Committee and Finance Committee. His resignation does not arise from any disagreement with the Registrant on its operations, policies or practices.
In that same press release, Registrant announced its board of directors had appointed Marisol Angelini to fill the vacancy to be created by Mr. Clark’s departure and to commence service on its board effective after the close of business on Thursday, December 9, 2021. Ms. Angelini will serve on the Compensation, Audit and Finance Committees. Registrant recruited Ms. Angelini through the Latino Corporate Directors Association, a non-profit organization with a mission of advancing qualified Latinx persons to serve on public and private boards and in executive positions. There have been no transactions of any kind between Registrant and Ms. Marisol, nor are any currently proposed (other than the payment of director’s fees for her service commencing later in the year). The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 8.01 | Other Events |
On September 13, 2021, Registrant issued a press release announcing that its board of directors had announced a cash dividend in the amount of $0.02 per share of common stock to holders of record as of October 1, 2021, for distribution on October 15, 2021. The full text of the press release is linked hereto as Exhibit 99.2 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including the Exhibits linked hereto, is being furnished under Items 5.02, 8.01 and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN VANGUARD CORPORATION | ||||||
| Date: September 15, 2021 | By: | /s/ Timothy J. Donnelly | ||||
| Timothy J. Donnelly | ||||||
| Chief Administrative Officer, General Counsel & Secretary | ||||||