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 6, 2024

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 12b02 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 2024 Annual Meeting of Stockholders of American Vanguard Corporation (the “Company” or “Registrant”) held on June 6, 2024, 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, 2024, and (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2024 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		19,967,634		921,540		197,914		2,898,445
Scott Baskin		19,627,835		1,438,584		20,669		2,898,445
Mark Bassett		19,545,816		1,346,428		194,844		2,898,445
Debra Edwards		19,722,424		1,343,935		20,729		2,898,445
Patrick Gottschalk		20,316,094		549,300		221,694		2,898,445
Emer Gunter		19,031,468		1,912,152		143,468		2,898,445
Steven Macicek		20,740,038		144,234		202,816		2,898,445
Keith Rosenbloom		20,313,936		549,449		223,703		2,898,445
Eric Wintemute		19,503,731		1,576,765		6,592		2,898,445

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		23,699,343		63,801		222,389		0
Three – Advisory approval of executive compensation		19,570,683		1,508,310		8,095		2,898,445

Item 8.01

Other Events

On June 11, 2024, American Vanguard Corporation issued a press release announcing the results of the voting at its 2024 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 11, 2024, of Registrant regarding the results of its 2024 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 11, 2024

	By:	/s/ Timothy J. Donnelly
		Timothy J. Donnelly
		Chief Information Officer, General Counsel & Secretary

EX-99.1

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD ANNOUNCES VOTING RESULTS

OF ITS 2024 ANNUAL MEETING OF STOCKHOLDERS

Newport Beach, CA – June 11, 2024 – American Vanguard Corporation (NYSE:AVD) today announced voting results from its Annual Meeting of Stockholders held on June 6, 2024. As to the first of three initiatives, the nine director nominees named in the proxy received more votes “for” than “against”; those persons are, Marisol Angelini, Scott Baskin, Mark Bassett, Debra Edwards, Emer Gunter, Patrick Gottschalk, Steven Macicek, Keith Rosenbloom and Eric Wintemute. They will serve as directors until the next Annual Meeting of Stockholders 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, 2024, and advisory approval of the executive compensation policies and practices as set forth in the Company’s 2024 proxy. All nominees and measures received support from over ninety percent of the votes cast at the Annual Meeting of Stockholders.

American Vanguard’s Chairman and CEO, Mr. Wintemute commented, “We thank our shareholders for voting at the annual meeting and appreciate their overwhelming support for our director nominees and other ballot initiatives.”

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products for crop protection and management, turf and ornamentals management and public and animal health. Over the past 20 years, through product and business acquisitions, the Company has expanded its operations into 21 countries and now has over 1,000 product registrations in 56 nations worldwide. Its strategy rests on three growth initiatives – i) Core Business (through innovation of conventional products), ii) Green Solutions (with over 120 biorational products – including fertilizers, microbials, nutritionals and non-conventional products) and iii) Precision Agriculture innovation (including SIMPAS prescriptive application and Ultimus measure/record/verify technologies). American Vanguard is included on the Russell 2000^® and Russell 3000^® Indexes. 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 Contact:		Investor Representative:

American Vanguard Corporation		The Equity Group Inc.
Anthony Young, Director of Investor Relations		www.theequitygroup.com
(949) 260-1200		Lena Cati
anthonyy@amvac.com		Lcati@equityny.com