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): January 19, 2021

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-13795	95-2588080
(State or other jurisdiction<br> <br>of incorporation)	Commission<br> <br>File Number	(I.R.S. Employer<br> <br>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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 8.01	Other Events

Consistent with the principles of both the Task Force on Climate-related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board (SASB), American Vanguard Corporation (“Registrant”) has adopted both a Climate Change Commitment and Human Rights Policy as part of its overall Environmental, Social Responsibility and Governance (ESG) effort. The full text of both documents is linked hereto as Exhibits 99.1 and 99.2 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including the Exhibits 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

Exhibit 99.1	Climate Change Commitment of American Vanguard Corporation as of January, 2021.
Exhibit 99.2	Human Rights Policy of American Vanguard Corporation as of December, 2020.
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: January 20, 2021	By:	/s/ Timothy J. Donnelly
		Timothy J. Donnelly
		Chief Administrative Officer, General Counsel & Secretary

EX-99.1

Exhibit 99.1

C L I M A T E C H A N G E C O M M I T M E N T A M E R I C A N    V A N G U A R D    C O R P O R A T I O N W W W . A M E R I C A N—V A N G U A R D . C O M     |    J A N U A R Y    2 0 2 1

T A B L E O F C O N T E N T S Our Commitment 1

Climate Risks 2 Products & Services 5 Our Technology 7 Our Climate Equity Plan 8

O U R C O M M I T M E N T American Vanguard is committed to making enterprise-wide, progressive and measurable efforts toward helping to arrest the trend of global warming. In making decisions, taking actions and conducting our operations, we follow the principal of climate equity, which holds that climate change has three primary effects: generational, regional and individual. To that end, we believe that reducing our carbon footprint and, through our products and services, helping others to do the same, will advance climate equity consistent with the goal of a 2- degree warmer world as outlined in the Paris Agreement. In the body of this commitment, we will cover climate risks to our operations as well as to our customers. We will then turn to how we are advancing climate equity through our products, services and technology. Finally, we will outline our future plan for climate equity target-setting, measurement and reporting.

C L I M A T E R I S K S Our Operations Our manufacturing locations in Los Angeles, California (including our research center); Axis, Alabama; Marsing, Idaho and Hannibal, Missouri supply about 50% of the goods that we sell globally. Over the past year, a record number of hurricanes and tropical storms (including Laura, Sally and Delta) have made landfall on the southern coast of Louisiana, Mississippi and Alabama (30 miles south of our Axis facility) and proceeded in a northerly direction. While not causing significant damage to our plant, these storms have caused flooding, power outages and damage to our employees’ homes in the region. Our safety personnel at the plant keep a constant watch for weather reports from the National Weather Service. Further, we have adopted a hurricane preparedness procedure, which includes measures to notify our employees, pause operations, secure our assets and staff the facility with a small “hurricane crew” to monitor the operation until the storm passes. Similarly, our operations in Central America have been impacted by hurricanes and other storm systems of significance. At this writing, after having just endured Hurricane Eta, nearly five million people in Mexico, Honduras, Guatemala and Costa Rica are bracing for Hurricane Iota, the 2020 Atlantic hurricane season’s 30th storm. These storms present a risk to water supply, sanitation, food security, nutrition, health and logistics, among other things. In that sense, they affect not only our people, but also our ability to do business, which, in those regions, largely involves the distribution of goods.

C L I M A T E R I S K S Our Operations (cont.)

In southern California our corporate headquarters, manufacturing facility and research center are in areas that are increasingly prone to wildfires. Indeed, in 2020 alone, over 4 million acres burned within the state, as compared to a five-year trailing annual average of about 900,000 acres. These were fueled in part by record-setting extreme heat, dryness and wind conditions, which have become increasingly adverse over the past several years. While these fires did not affect our operations, they did spur mandatory evacuations for some of our employees and significantly degraded air quality in the area. All our facilities have installed fire control equipment, adopted fire emergency protocols, and conduct fire drills periodically. In addition, our L.A.-based factory undergoes inspections by local fire authorities. Other potential climate-related risks include flooding, particularly with respect to our Marsing, Idaho facility, which sits within several hundred feet of the Snake River, and our Hannibal, Missouri facility, which is located within the flood plain of the Mississippi River. We have not seen excessive flooding in either of these areas within the past 30 years. Further, the most likely source of such flooding would be rain activity over a period of weeks or months, which would provide an opportunity to take flood relief measures. Further, the company maintains insurance against both fire and flood risks at all its facilities.

C L I M A T E R I S K S Customer Risks Demand for our agricultural products ultimately comes from farmers, while sales volumes of non- crop products depends upon a wide range of users, including mosquito control districts, homeowners and service businesses, such as restaurants. In the recent past, domestic weather conditions have materially impacted our domestic markets. For the most part, these conditions have not followed predictable patterns. For example, extreme rainfall at the start of the 2019 planting season shortened and, in cases, prevented planting of row crops in the Midwest, which, in turn, reduced demand for our at-plant crop protection products. Similarly, longer-than-usual wintry conditions deferred the application of our soil fumigant products in the Pacific Northwest that year. At the same time, the southwestern cotton region experienced drought conditions, which reduced the need for our insect-control and yield harvest management products. Similarly, in 2020, excessive drought conditions in Texas reduced demand for our cotton products. Further, as mentioned above (in Our Operations), in connection with the unprecedented number of hurricanes and tropical storms in the Southeast, mosquito districts (customers of our adulticide product) experienced heavy demand for our adulticide. Outside of the US, Australian growers experienced a 3-year drought through 2019, which has just begun to subside, and, during 2020, many Brazilian growers (near Sao Paulo) and farmers in Northern Mexico endured unusually dry conditions.

P R O D U C T S & S E R V I C E S Products In the interest of advancing the principles of climate equity, over the past several years, we have expanded our portfolio to include multiple eco-friendly solutions, both in terms of products and technology. Our Envance technology platform, which we acquired incrementally over the course of 2010-2018, develops and commercializes a range of insect control products that leverage patented combinations of essential oils (e.g., geraniol, lemongrass) and other natural compounds that control invertebrate pests by targeting specific biological receptors that are not active in mammals, but are highly active in insects. This mode of action enables Envance to develop product solutions that are highly effective against insects while being safe for people and pets. Envance also licenses its technology platform and products to Procter & Gamble, which markets them commercially in their Zevo® line of family-safe consumer insect control products. Envance is in the process of expanding their product portfolio and technology into other markets, such as turf, ornamental, professional pest control and agriculture and has developed a new herbicide platform that will deliver a range of weed control solutions that are safe for people and pets. Further, in connection with our acquisition of Agricenter in 2017 (a business that operates across several Central American countries) we obtained the Greenplants® product line, which is a proprietary micronutrients business. Our developers work with regional growers to tailor specific solutions for soil nutrition, thereby reducing the need for bulk use of nitrogen-laden fertilizers. In combination with our GreenPlants range, we develop via our L.I.F.E® field development station in Costa Rica, agronomic biosolutions under the AMGREEN® umbrella brand targeted at crops such as bananas, citrus, pineapple, coffee and tobacco to meet changing consumer demands for greener input solutions into the production process. These products also complement our line of biological solutions for use in nursery and greenhouse settings that we market under the umbrella brand OHP Biosolutions, which were part of the OHP business that we also acquired in 2017.

P R O D U C T S & S E R V I C E S Products (cont.) Most recently, in 2020 we acquired the Agrinos companies, which manufacture and distribute biological “High Yield Technology” solutions into multiple regions. Agrinos has three manufacturing facilities: one in Portland, Oregon (which ferments a consortium of 22 bacteria species that enhances root biomass function with multiple effects, including nitrogen fixation); the second in Mexico (which manufactures a solution consisting in part of chitinous material from the shells of shrimp that are harvested locally) and the third in India (which makes an endomicorrhiza microbial product that facilitates the absorption of nutrients and water and is marketed regionally, including to the Indian government). The Agrinos products help enhance soil resiliency, soil health and root structure; minimize plant stress; promote increased yield and, by virtue of their nitrogen fixation attributes, permit reduced use of fertilizers and the potential generation of nitrous oxide. Our biological and bionutritional products also serve to enhance carbon sequestration, which is a key consideration in reduction of GHGs (specifically, carbon dioxide) in agricultural applications. Insofar as these products support the soil’s microbial community, plants more efficiently draw carbon dioxide from the atmosphere for their use in photosynthesis. We expect that our biological and bionutritional products will be among the fastest growing lines in the near term. During our Q3 2020 earnings call, we announced that we have placed these products and our Envance line within our Green Solutions Platform. By aggregating these products, we can address our markets in a more comprehensive fashion and cross- sell our entire product line into multiple regions. This, in turn, is consistent with furthering interregional climate equity. 7

O U R T E C H N O L O G Y In addition to our products, we have invested heavily into precision application technology, most notably the SIMPAS® system, which is a patented platform for the at- plant application of multiple inputs at variable rates (by row) based on agronomic recommendations such that the grower uses only what is needed, precisely where it is needed – in one pass. The system is designed to automatically follow an agronomist’s prescription for the types of inputs (e.g., crop protection, nutritional, biological, fertilizer) that would be most needed in each portion of a given field, based upon past yield data, field characteristics and input properties, to maximize yield and quality while reducing the environmental footprint. With SIMPAS, rather than applying a uniform amount of a given crop input – for example, a nematicide – on the entire field, the grower can apply it only where needed. Thus, there is far less material dispensed (as compared to current technology), far less product residue in the field and far lower risk of product in water runoff. In addition, because the grower can apply multiple inputs at the same time in one pass, use of SIMPAS obviates the need for having to make serial applications of different products onto the same field. This, in turn, reduces the number of hours of operation for farm equipment and concomitantly the level of carbon monoxide and other emissions. In addition, SIMPAS products are packaged in our patented SMARTCartridge® containers which are self- contained, closed-delivery containers that can be returned and reused multiple times over their 10+ year lives. In addition, SMARTCartridges are fitted with RFID tags which continuously record the quantity of product dispensed and remaining in the container. Also, in conjunction with our Ultimus® tracking technology, we can track a product from factory to field and back and calculate an auto-credit to the farmer for unused product. These packaging and tracking systems significantly reduce the waste typically associated with disposable containers and provide unprecedented traceability of crop inputs for the farmer. Pictured above is a 16-row SIMPAS planting unit.

O U R C L I M A T E E Q U I T Y P L A N Our commitment to climate equity starts with our board of directors and, through management, informs the everyday decisions that we make in operating our business. At the time of this publication, we are defining a written plan for attaining climate equity through both our operations and product offerings. The first step of this inquiry is to survey our operations, processes, equipment, raw materials and emissions to identify areas that can be addressed to improve our carbon footprint. After completing this analysis, we will identify the types of measures that we can take – for example, use of alternate materials and renewable energy sources or installation of filtering systems – to effect that improvement. We will establish targets for levels of improvement, appropriate timetables, and methods of measurement. Finally, we will report on the plan, the targets and our progress regularly. With respect to our products and technology, we will have a separate sort of inquiry. To start, we will begin reporting on the number of acres being treated with our Green Solution products and the regions into which they are being sold. Similarly, with SIMPAS, we will quantify the acres treated in field trials and then on a commercial basis with a focus on hours of equipment operation per acre (as compared to conventional application systems). Over time, we will develop metrics to capture, in the case of products, the relative benefit on a per-acre basis of carbon sequestration and nitrogen fixation benefit, and, in the case of SIMPAS, the relative CO    benefit from using our system. 2 C L O S I N G T H O U G H T S At American Vanguard, we believe that all of us have a responsibility to make the planet a better place than we found it. In future reports, we will share the results of the work that we are doing toward enhancing climate equity both now and in the future, throughout the globe and among individuals.

American Vanguard Corporation Corporate Address: 4695 MacArthur Court, Suite 1200 Newport Beach, CA 92660 american-vanguard.com

EX-99.2

Exhibit 99.2

DECEMBER 2020 H U M A N R I G H T S P O L I C Y 2 0 2 0 American Vanguard Corporation 4695 MacArthur Court, Suite 1200 Newport Beach, CA 92660 american-vanguard.com

W E A R E C O M M I T T E D T O H U M A N R I G H T S We believe that it is fundamental to our corporate responsibility and, indeed, to our humanity, that we recognize, respect and nurture the freedom and dignity of all persons. American Vanguard respects and supports human rights, both within and without our operations. We believe that it is fundamental to our corporate responsibility and, indeed, to our humanity, that we recognize, respect and nurture the freedom and dignity of all persons. To that end, we support the tenets of the International Bill of Human Rights, including the United Nations Universal Declaration of Human Rights, the UN framework on Corporate Responsibility to Respect Human Rights (which is one section of the UN Guiding Principles on Business and Human Rights) and the UN International Labor Organization on Fundamental Principles and Rights at Work.

O U R S T A N D A R D S Among our core values are our human rights standards which require all employees to act fairly and lawfully with other employees, business partners, neighbors and communities and persons within governmental and other agencies. Another of our core values is to openly and continuously work with our stakeholders in our efforts to be a good corporate citizen. We have involved our stakeholders to help develop our human rights policy and will continue to engage our stakeholders in the implementation and evaluation of these policies. In carrying out our commitment to human rights, we have achieved or are in the process of achieving the following: implementing policies, procedures, training and monitoring to ensure a culture of compliance within our company; ensuring that our business partners share this commitment to human rights as a condition to doing business with us; supporting human rights of neighbors within the communities in which we operate; and affording government agency personnel with the same level of tolerance, consideration and respect. This commitment pervades the entire organization, from the parent through subsidiaries and business units throughout the globe. THIS COMMITMENT PERVADES THE ENTIRE ORGANIZATION, FROM THE PARENT THROUGH SUBSIDIARIES AND BUSINESS UNITS THROUGHOUT THE GLOBE.

H U M A N R I G H T S W I T H I N A M E R I C A N V A N G U A R D W O R K I N G E N V I R O N M E N T A Core Value of American Vanguard is our commitment to providing a workplace where employees can make a positive difference in the world. We foster a culture in which employees are rewarded for their hard work, innovation and creativity. We are committed to providing a fair wage and competitive benefits to our employees so as to enable them to maintain a decent standard of living while being compliant with legal requirements. We allow employees to freely associate without fear of retribution and commit to open and constructive dialogue with employees and management In the interest of promoting employee health, morale and long-term security, we offer a broad array of benefits for the provision of healthcare services, wellness activities, discounted stock purchase and pension-type plans. We believe that it is important for employees to maintain a healthy work/life balance; thus, we provide paid vacation to full-time personnel and, where permitted by the demands of the specific operation, offer flexibility in worktime scheduling. In addition, we comply with all national, state and local laws relating to labor and employment, including with respect to rest periods, meal breaks and maximum daily/weekly hours. E Q U A L T R E A T M E N T & I N C L U S I O N We believe that all persons should be treated equally and prohibit unfair treatment or discrimination based upon gender, race, national origin, age, sexual orientation, gender identity or expression, disability, religion or any other unlawful criterion under applicable law. Our Code of Conduct and Ethics specifically prohibits discrimination and harassment of any kind. We expect that our employees will be respectful, professional and fair in the dealings with both their colleagues and our business partners.

HUMAN RIGHTS POLICY     // 04 H U M A N R I G H T S W I T H I N A M E R I C A N V A N G U A R D E N V I R O N M E N T A L , S A F E T Y , & H E A L T H Protection of the environment, safety and health is a core value of the organization and of paramount importance within all of our operations. We have implemented policies and procedures to ensure proper handling, storage, shipping, use, treatment, disposal and reporting with respect to hazardous materials. We train our personnel, contractors and visitors on health and safety protocols and hold them accountable to those standards. We track our performance under ES&H standards, establish metrics for continuous improvement, and seek to operate without incidents or accidents. We have an established program of crisis management, including trained, experienced personnel who identify, manage, mitigate and report on crises in real time. S E C U R I T Y In our line of business, it is essential to maintain a high level of security with respect to our personnel, facilities and inventory. Working with the Department of Homeland Security, local regulatory authorities and law enforcement, we have adopted security plans to ensure that access to our premises and property is tightly managed, that there are no uncontrolled or uninvited visitors at our facilities, and that have measures in place at all times sufficient to safeguard our employees and the neighboring community while also preventing any human rights abuses or threats while securing our facilities and assets. At a time when remote operation of the business is increasingly necessary, we have invested in a robust infrastructure for protecting our IT assets, controls, financial and business information against cyberattacks, phishing schemes and other attempts to penetrate our data systems. We have also established a broad-based set of protective measures to facilitate the protection of private data that is received by our computing systems, including notification to third parties, segregated storage, and tracking and deletion.

H U M A N R I G H T S W I T H I N A M E R I C A N V A N G U A R D F O R C E D L A B O R We do not tolerate the use of forced labor, whether slave, bonded or otherwise involuntary, in our operations or in those of our counterparties. C H I L D L A B O R Similarly, we do not tolerate the use of child labor in our operations or those of our counterparties. To that end, we follow the principles enumerated in Convention No. 182 of the UN International Labor Organization. B U S I N E S S P A R T N E R S We require that our suppliers and customers uphold the same standards of human rights that we espouse and audit those parties with respect to their compliance. Suppliers. We require that our suppliers, vendors and partners will treat their employees with the utmost degree of ethical consideration and will also require their suppliers to do the same. To that end, we are outlining our principles in our Supplier Code of Ethical Conduct which governs human rights, ethics, and environmental, health and safety protections. We will endeavor to screen new suppliers and partners for their performance in the areas of human rights and EHS. These standards and expectations are to be incorporated by reference into our contracts and purchase agreements. Our suppliers and partners are subject to being audited for compliance with these principles from time to time. Customers. We expect that our customers will embrace the same commitment to human rights, environmental, safety and health as we hold. This means that our customers will be expected to demonstrate sound policies and procedures to ensure that our products are transported, packaged, handled, stored and used safely (including with respect to proper labeling under FIFRA and SDS sheets), while committing to the fair and ethical treatment of their own employees and communities. This includes further assurance that our customers will impose the same principles upon their customers. The specific tenets of our expectations relating to customers are to be set forth in our Customer Code of Conduct.

H U M A N R I G H T S W I T H I N A M E R I C A N V A N G U A R D N E I G H B O R S As part of our commitment to sustainability, we engage regularly with neighbors in the communities in which we operate and in which our products are used. We are committed toward having a positive impact upon our neighboring communities, to understanding their needs, and to being a good corporate citizen. We appreciate that we draw our employees from neighboring communities. Thus, the well-being of those communities is of particular interest to us. Accordingly, we strive to invest in areas in which we are operating, whether through promotion of education, job fairs or nonprofit groups that serve to improve the lives of those who live near us. N O N - C O M P L I A N C E Any matter alleging non-compliance with this human rights policy may be reported either to direct supervision, to regional management or to the CAO and Corporate Director of ES&H. In addition, employees may choose to report any such matter anonymously either by email or telephone through the Company’s third-party hotline, which is available 24 hours a day. We are committed to investigating and taking action with respect to alleged violations hereunder. That action may take the form of discipline (in the case of employee misconduct) or termination of a third-party relationship or contract. Where appropriate, the Company will report egregious matters to governmental authorities. Violations of this policy by employees are subject to discipline up to and including termination.

HUMAN RIGHTS POLICY     // 07 H U M A N R I G H T S W I T H I N A M E R I C A N V A N G U A R D R E S P O N S I B I L I T Y It shall be the responsibility of all employees to abide by the provisions of this policy. Further, it shall be the responsibility of all managers to ensure that their subordinates are trained in, and conduct themselves in accordance with, this policy. Further, it shall be the responsibility of the HR function to ensure that employees company-wide are trained upon hire and thereafter on a periodic basis with respect to this policy. Finally, it shall be the responsibility of the CEO, CFO and CAO to make final determinations as to the disposition of matters involving non-compliance hereunder. American Vanguard Corporation Corporate Address: 4695 MacArthur Court, Suite 1200 Newport Beach, CA 92660 american-vanguard.com