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): March 14, 2022

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

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:

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

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 8.01 Other Events

On March 14, 2022, American Vanguard Corporation (“Registrant”) issued a press release announcing that its board of directors had declared a dividend of $0.025 per share of its common stock to holders of record as of March 25, 2022, for distribution on April 15, 2022. The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.

In the same press release, Registrant also reported that its board of directors had set the 2022 Annual Stockholders’ Meeting for 11:00 am PT on Wednesday, June 1, 2022, that shareholders of record as of April 8, 2022, will be entitled to vote their shares at the meeting and that proxy materials would be distributed in late April 2022.

The information contained in this Current Report on Form 8-K, including the Exhibit linked hereto, is being furnished under Items 8.01 and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD DECLARES QUARTERLY DIVIDEND

AND SETS 2022 ANNUAL SHAREHOLDERS’ MEETING

Newport Beach, CA – March 14, 2022 – American Vanguard Corporation (NYSE: AVD) announced that its Board of Directors has declared a $0.025 cash dividend payment to be distributed on April 15, 2022, to shareholders of record as of March 25, 2022.

Eric Wintemute, Chairman and CEO of American Vanguard, stated, “This dividend payment continues our history of providing cash returns to shareholders based on successful operational and financial performance. The increased quarterly dividend reflects the confidence that the Board of Directors has in our core business, our overall financial strength, and the successful prospects of our strategic growth initiatives. 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.”

In addition, the Company’s board of directors has set the date for the 2022 Annual Shareholders Meeting to take place at 11:00 am PT on Wednesday, June 1, 2022. Shareholders of record as of April 8, 2022, will be entitled to vote their shares at that meeting. As has been the case over the past few years, this will be a virtual meeting that will be webcast live. The Company expects to be distributing proxy materials in late April 2022.

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products 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.

In its public commentary, the Company 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 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 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.