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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Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2021 Annual Meeting of Stockholders of American Vanguard Corporation held on June 2, 2021, 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 BDO USA, LLP as independent registered public accounting firm for the year ending December 31, 2021, and (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2021 proxy.
With respect to the first proposal in the proxy, the following nine nominees received more votes “FOR” than votes “AGAINST”, and, as a result, were elected to serve as directors for the ensuing year:
| Nominee |
Votes For |
Votes Against |
Votes Abstain | |||
| Scott D. Baskin |
23,870,428 | 289,716 | 9,225 | |||
| Lawrence S. Clark |
23,125,256 | 1,034,888 | 9,225 | |||
| Debra F. Edwards |
24,098,178 | 61,965 | 9,226 | |||
| Morton D. Erlich |
23,855,697 | 304,447 | 9,225 | |||
| Emer Gunter |
23,958,841 | 201,303 | 9,225 | |||
| Alfred F. Ingulli |
24,009,444 | 150,700 | 9,225 | |||
| John L. Killmer |
24,054,335 | 105,809 | 9,225 | |||
| Eric G. Wintemute |
23,828,752 | 333,883 | 6,734 | |||
| Esmail Zirakparvar |
23,102,071 | 1,058,004 | 9,294 |
With respect to all director nominees, broker non-votes equaled 2,663,075.
With respect to Proposals Two (appointment of BDO) 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-Vote | ||||
| Two |
25,843,917 | 986,968 | 1,559 | 0 | ||||
| Three |
23,947,514 | 209,931 | 11,924 | 2,663,075 |
Item 8.01 Other Events
On June 8, 2021, American Vanguard Corporation issued a press release announcing the results of the voting at its 2021 Annual Meeting of Stockholders. 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 8, 2021 of Registrant regarding the results of its 2021 Annual Meeting of Stockholders. | |
| 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 8, 2021 | ||||||
| By: | /s/ Timothy J. Donnelly | |||||
| Timothy J. Donnelly | ||||||
| Chief Administrative Officer, General Counsel & Secretary | ||||||