8-K
AMERICAN VANGUARD CORP (AVD)
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): September 13, 2021
AMERICAN VANGUARD CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-13795 | 95-2588080 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | Commission<br>File Number | (I.R.S. Employer<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) |
| --- | --- |
| ☐ | 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<br>Symbol | Exchanges on<br>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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On September 15, 2021, American Vanguard Corporation (“Registrant”) issued a press release announcing that Lawrence S. Clark, who has served on the Registrant’s board of directors since 2006, has submitted a resignation from the board and its committees effective close of business on Thursday, December 9, 2021. Mr. Clark is currently chair of the Compensation Committee and serves on both the Audit Committee and Finance Committee. His resignation does not arise from any disagreement with the Registrant on its operations, policies or practices.
In that same press release, Registrant announced its board of directors had appointed Marisol Angelini to fill the vacancy to be created by Mr. Clark’s departure and to commence service on its board effective after the close of business on Thursday, December 9, 2021. Ms. Angelini will serve on the Compensation, Audit and Finance Committees. Registrant recruited Ms. Angelini through the Latino Corporate Directors Association, a non-profit organization with a mission of advancing qualified Latinx persons to serve on public and private boards and in executive positions. There have been no transactions of any kind between Registrant and Ms. Marisol, nor are any currently proposed (other than the payment of director’s fees for her service commencing later in the year). The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 8.01 | Other Events |
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On September 13, 2021, Registrant issued a press release announcing that its board of directors had announced a cash dividend in the amount of $0.02 per share of common stock to holders of record as of October 1, 2021, for distribution on October 15, 2021. The full text of the press release is linked hereto as Exhibit 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 5.02, 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.
| AMERICAN VANGUARD CORPORATION | ||
|---|---|---|
| Date: September 15, 2021 | By: | /s/ Timothy J. Donnelly |
| Timothy J. Donnelly | ||
| Chief Administrative Officer, General Counsel & Secretary |
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
AMERICAN VANGUARD ANNOUNCES CHANGES IN BOARD OF DIRECTORS
Newport Beach, CA – September 15, 2021 – American Vanguard Corporation (NYSE: AVD) today announced that, after 15 years of service on its board of directors, Lawrence S. Clark has submitted his resignation effective on the close of business on Thursday, December 9, 2021. He will continue to serve on the board and committees through the next regular meeting of the board.
To fill the vacancy that will be created by Mr. Clark’s departure, the Company’s board of directors has appointed Marisol Angelini to serve on the board effective after the close of business on Thursday, December 9, 2021. Ms. Angelini served through 2018 in positions of increasing responsibility over 22 years at The Coca-Cola Company, including in the capacity of VP Marketing in Brazil, GM and VP of Global Tea/Water Business and Chief Marketing Officer of Mexico City and Central and Eastern Europe Business Units. Prior to that service, she was Group Manager for Procter & Gamble in Venezuela. Ms. Angelini currently sits on the board of Bush Brothers & Company (a privately-held food company) where she serves on the Nominating and Corporate Governance Committee. She is also a member of the board of NACD (National Association of Corporate Directors), which is dedicated toward director education and best practices for public company boards.
Eric Wintemute, Chairman and CEO of American Vanguard, stated, “We thank Larry for his 15 years of service with American Vanguard. His background in banking and M&A work has been extremely helpful to us in carrying out our strategy of growth through acquisition. He has also provided unfailing leadership in his role as chair of the Compensation Committee. We will miss him greatly.” Mr. Wintemute continued, “We are very excited to welcome Marisol Angelini to our board. She is an accomplished business leader in the food and beverage industry with particular expertise in launching new brands. In addition, her linguistic fluency (English, Spanish and Portuguese) and international experience, especially in LATAM and Brazil, fit perfectly with our footprint. With this background, Marisol will be an invaluable resource for us in our global commercialization of precision application technology (such as SIMPAS), our carbon credit solutions (led by Ultimus) and our Green Solutions portfolio. We are also thankful to the Latino Corporate Directors Association, through whom we recruited Marisol, and add that her appointment is further demonstration of our commitment to diversity and inclusion on our board of directors.”
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. American Vanguard is included on the Russell 2000® and Russell 3000® Indexes and the Standard & Poor’s 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, the coronavirus pandemic, 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 |
| williamk@amvac.com | Lcati@equityny.com |
EX-99.2
Exhibit 99.2
FOR IMMEDIATE RELEASE
AMERICAN VANGUARD DECLARES QUARTERLY DIVIDEND
Newport Beach, CA – September 13, 2021 – American Vanguard Corp. (NYSE:AVD) announced that its Board of Directors has declared a $0.02 cash dividend payment to be distributed on October 15, 2021, to shareholders of record as of October 1, 2021.
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. It reflects the confidence that the Board of Directors has in the strength of our business model and our longer-term strategic growth initiatives in biological product development, geographic market expansion, consumer pest control and SIMPAS/Ultimus precision application technology. We appreciate the 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
| 2021 — Payments in 2021 (including pending payment) | $ | 0.080 |
|---|---|---|
| 2020 — Full Calendar Year | $ | 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 and markets products for crop protection and management, turf and ornamentals management and public and animal health. 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.
Contact Information:
| 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 |