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AMERICAN VANGUARD CORP false 0000005981 0000005981 2023-06-07 2023-06-07

 

 

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 2 d377255dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

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