8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): June 7, 2023

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-13795	95-2588080
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification No.)

4695 MacArthur Court

Newport Beach, California 92660

(Address of principal executive offices)

Registrant’s telephone number: (949) 260-1200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Exchanges on which registered
Common Stock, $.10 par value	AVD	New York Stock Exchange

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 12b-2 of the Securities Exchange Act of 1934 (§240.12b02 of this chapter).

Emerging Growth Company  ☐                        

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

At the 2023 Annual Meeting of Stockholders of American Vanguard Corporation (the “Company” or “Registrant”) held on June 7, 2023, three matters were voted upon by stockholders, namely: (i) the election of nine directors until their successors are elected and qualified, (ii) the ratification of Deloitte Touche, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, and (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2023 proxy.

With respect to the first proposal in the proxy, the following nine nominees received more votes “for” than “against” and, as a result, were elected to serve as directors for the ensuing year:

Nominee	Votes For		Against		Withheld		Broker Non-Votes
Marisol Angelini		21,832,745		318,473		1,929		2,595,051
Scott D. Baskin		21,436,522		715,720		905		2,595,051
Mark R. Bassett		21,311,738		840,203		1,206		2,595,051
Debra F. Edwards		21,586,054		565,183		1,910		2,595,051
Morton D. Erlich		21,285,427		865,663		2,057		2,595,051
Patrick E. Gottschalk		21,584,954		566,988		1,205		2,595,051
Emer Gunter		20,776,351		1,375,891		905		2,595,051
Keith M. Rosenbloom		21,587,621		564,321		1,205		2,595,051
Eric G. Wintemute		21,284,371		867,825		951		2,595,051

With respect to Proposals Two (appointment of Deloitte) and Three (advisory approval of executive compensation), both measures received the affirmative, vote of a majority of the shares cast at the meeting; more specifically, the shares were voted as follows:

Proposal	Votes For		Votes Against		Votes Abstain		Broker Non-Votes
Two - Appointment of Deloitte		24,123,428		623,188		1,582		0
Three – Advisory approval of executive compensation		20,196,852		1,949,123		7,172		2,595,051

Item 8.01 Other Events

On June 12, 2023, American Vanguard Corporation issued a press release announcing both the results of the voting at its 2023 Annual Meeting of Stockholders and the declaration of a cash dividend in the amount of $0.03 per share to holders of the Company’s common stock as of June 28, 2023, for distribution on July 14, 2023. The complete text of that release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1	Press release dated June 12, 2023, of Registrant regarding the results of its 2023 Annual Meeting of Stockholders and dividend declaration.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 13, 2023	By:	/s/ Timothy J. Donnelly
		Timothy J. Donnelly
		Chief Administrative Officer, General Counsel & Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD ANNOUNCES VOTING RESULTS

OF 2023 ANNUAL MEETING OF STOCKHOLDERS

DECLARES QUARTERLY DIVIDEND

Newport Beach, CA – June 12, 2023 – American Vanguard Corporation (NYSE:AVD) announced voting results from its Annual Meeting of Stockholders held on June 7, 2023. As to the first of three initiatives, all nine director nominees - Marisol Angelini, Scott D. Baskin, Mark R. Bassett, Debra F. Edwards, Morton D. Erlich, Emer Gunter, Patrick E. Gottschalk, Keith M. Rosenbloom and Eric G. Wintemute - were reelected to serve on the board of directors until the next annual meeting or until their successors are duly elected and qualified. In addition, the balance of the initiatives appearing on the Company’s proxy passed, namely, the ratification of the appointment of Deloitte Touche, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2023, and advisory approval of the executive compensation policies and practices as set forth in the Company’s 2023 proxy. All nominees and measures received support from over ninety percent of the votes cast at the meeting.

In addition, at a meeting of the Company’s board of directors that was held on June 8, 2023, the board declared a cash dividend in the amount of $0.03 per share to holders of the Company’s common stock as of June 28, 2023, for distribution on July 14, 2023.

Chairman and CEO Eric W. Wintemute commented, “We thank our shareholders for voting at the annual meeting and appreciate your overwhelming support for our director nominees and other ballot initiatives. In addition, we are pleased to declare a dividend, which continues our history of providing cash returns to shareholders based on successful operational and financial performance. Moreover, this dividend reflects the confidence that the board of directors has in our core business, our overall financial strength, and the substantial prospects of our strategic growth initiatives.”

Annual Cash Dividend Payments:	Based on Date of Cash Distribution
2023 — Payments (including pending)	$0.090
2022 — Full Calendar Year	$0.095
2021 — Full Calendar Year	$0.080
2020 — Full Calendar Year - (Pandemic Impacted)	$0.040
2019 — Full Calendar Year	$0.080
2018 — Full Calendar Year	$0.075
2017 — Full Calendar Year	$0.055

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural products company that develops, manufactures, and markets solutions for crop protection and nutrition, turf and ornamentals management, commercial and consumer pest control. American Vanguard is included on the Russell 2000^® & Russell 3000^® Indexes and the Standard & Poors Small Cap 600 Index. To learn more about American Vanguard, please reference the Company’s web site at www.american-vanguard.com.

The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this release, all forward-looking statements are estimates by the Company’s management and are subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include weather conditions, changes in regulatory policy and other risks as detailed from time-to-time in the Company’s SEC reports and filings. All forward-looking statements, if any, in this release represent the Company’s judgment as of the date of this release.

Company Contacts:	Investor Representative
American Vanguard Corporation	The Equity Group Inc.
William A. Kuser, Director of Investor Relations	www.theequitygroup.com
(949) 260-1200	Lena Cati (212) 836-9611
williamk@amvac.com	Lcati@equityny.com

XML

Document and Entity Information	Jun. 07, 2023
Cover [Abstract]
Entity Registrant Name	AMERICAN VANGUARD CORP
Amendment Flag	false
Entity Central Index Key	0000005981
Document Type	8-K
Document Period End Date	Jun. 07, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-13795
Entity Tax Identification Number	95-2588080
Entity Address, Address Line One	4695 MacArthur Court
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	(949)
Local Phone Number	260-1200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $.10 par value
Trading Symbol	AVD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false