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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): December 15, 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 8.01 | Other Events |
On December 15, 2023, American Vanguard Corporation issued a press release announcing the declaration of a cash dividend in the amount of $0.03 per share to holders of the Company’s common stock as of December 29, 2023, for distribution on January 12, 2024. 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 December 15, 2023, of Registrant regarding a cash dividend declaration. |
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: December 20, 2023 | ||||||
| By: | /s/ Timothy J. Donnelly |
|||||
| Timothy J. Donnelly | ||||||
| Chief Administrative Officer, General Counsel & Secretary | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
AMERICAN VANGUARD DECLARES QUARTERLY DIVIDEND
Newport Beach, CA – December 15, 2023 – American Vanguard Corporation (NYSE: AVD) announced that its Board of Directors has declared a cash dividend in the amount of $0.03 per share of the company’s common stock to shareholders of record as of December 29, 2023, for distribution on January 12, 2024.
Chairman and CEO, Eric W. Wintemute commented, “This dividend payment continues our long-standing practice of providing cash returns to shareholders. Both management and our Board of Directors strongly believe in the value of the company and its prospects for future growth and profitability. We appreciate the continuing support of our shareholders, as we develop and deliver important solutions that enhance agricultural productivity, safeguard public health, and facilitate environmental sustainability.”
Annual Cash Dividend Payments: Based on Date of Cash Distribution
| 2023 — Full Calendar Year |
$ | 0.120 | ||
| 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 |
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. Over the past 20 years, through product and business acquisitions, the Company has expanded its operations into 17 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 130 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. | |||
| William A. Kuser, Director of Investor Relations | www.theequitygroup.com | |||
| (949) 260-1200 | Lena Cati / 212-836-9611 | |||
| williamk@amvac.com | Lcati@equityny.com |