AVD 8-K
American Vanguard Corp (AVD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 21, 2024, the board of directors of American Vanguard Corporation (“Registrant” or the “Company”) approved a compensation plan for the four persons (David Johnson (CFO), Timothy Donnelly (CIO and Acting CEO), Shirin Khosravi (CHRO) and Mark Bassett (director on special assignment)) who are currently managing the office of the chief executive officer (“OCEO”) during the pendency of a search for a new CEO. In light of the fact that such persons are currently performing the duties of the recently departed CEO, COO and CTO in addition to their other duties, each shall receive a payment in the amount of $125K on each of September 30, 2024, and December 31, 2024. In addition, Mr. Bassett shall be compensated as a contractor as per the terms of the Company’s standard contractor agreement for a term of six months commencing July 1, 2024, and will receive a flat monthly fee of $29,200 which approximates the average base wage of the other three members of the OCEO.
The information furnished under Item 5.02, Item 8.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, except as shall be set forth by specific reference in such filing.
| Item 8.01 | Other Events |
On August 21, 2024, the Company issued a press release in which it announced its voluntary withdrawal of registrations of its Dacthal herbicide products. The full text of the press release is linked hereto as Exhibit 99.1 and is hereby incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Press release dated August 21, 2024, of Registrant regarding its voluntary withdrawal of Dacthal registrations. | |
| 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: August 23, 2024 | ||||||
| By: | /s/ Timothy J. Donnelly | |||||
| Timothy J. Donnelly | ||||||
| Acting Chief Executive Officer, Chief Information Officer, General Counsel & Secretary | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
AMERICAN VANGUARD WITHDRAWS DACTHAL REGISTRATION
Product Was Suspended by EPA Based on One Rodent Study
Newport Beach, CA – August 21, 2024 – American Vanguard Corporation (NYSE: AVD) today announced that, following its decision in April 2024 to voluntarily stop sales of Dacthal herbicide products, the Company has submitted to the Environmental Protection Agency (“EPA”) voluntary cancellation requests for all of its federal registrations of those products. Those registrations are currently the subject of an emergency suspension order that was issued by EPA on August 6, 2024.
In connection with its action, the Company made the following statements.
While the Company continues to question EPA’s conclusions in support of the suspension, we believe that the best course of action is to voluntarily cancel registrations of this product. We are working apace with both state and federal authorities to effect product return and to remove Dacthal from channels of distribution. It is the Company’s position that product stewardship be international in scope; thus, we will now proceed to voluntarily cancel all international registrations as well.
It is important to note that EPA’s findings are based upon the test results of a single, relatively new study that the Company had provided to the agency over two years ago which showed an effect on fetal rodents at certain dose levels. As is typically the case with such studies, the observed effect was extrapolated to indicate a potential effect upon human beings. The suspension order, then, was issued by EPA on the premise of preventing potential harm, rather than in response to an actual, reported harm. The Company had been working with the EPA in good faith for over one year to identify risk mitigation measures that might alleviate concerns and allow continued use of high-benefit use patterns. However, these measures apparently did not give the EPA sufficient certainty at the time. The Company was also discussing with the EPA the potential for completion of additional toxicology and exposure studies that may have alleviated risk concerns, had they been afforded time to proceed. The Company nevertheless thanks EPA for expending time and resources to consider and evaluate the many proposed risk mitigation measures.
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. Over the past 20 years, through product and business acquisitions, the Company has expanded its operations into 21 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 120 biorational products – including fertilizers, microbials, nutritionals and non-conventional products) and iii) Precision Agriculture innovation. 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. | |
| Anthony Young, Director of Investor Relations | www.theequitygroup.com | |
| (949) 260-1200 | Lena Cati | |
| [email protected] | [email protected] |