8-K
AMERICAN VANGUARD CORP false 0000005981 0000005981 2022-12-12 2022-12-12

 

 

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 12, 2022

 

 

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 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 December 12, 2022, American Vanguard Corporation (“Registrant”) issued a press release announcing that its board of directors had declared a cash dividend of $0.03 per share of its common stock to holders of record as of December 28, 2022, for distribution on January 11, 2023. The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.

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

 

Exhibit 99.1    Press release of Registrant dated December 12, 2022, announcing a dividend declaration.
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: December 12, 2022    
    By:  

/s/ Timothy J. Donnelly

      Timothy J. Donnelly
      Chief Administrative Officer, General Counsel & Secretary

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD RAISES QUARTERLY DIVIDEND BY 20%

Newport Beach, CA – December 12, 2022 – 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 28, 2022, for distribution on January 11, 2023.

Chairman and CEO Eric W. Wintemute commented, “In light of our strong financial performance during 2022 and a promising outlook for 2023, we are pleased to increase our quarterly cash dividend by 20%, to $0.03 per share. This dividend payment continues our history of providing cash returns to shareholders based on successful operational and financial performance. The quarterly dividend reflects the confidence that the Board of Directors has in our core business, our overall financial strength, and the substantial 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. We look forward to updating stockholders at our next earnings call in early March 2023.”

 

Annual Cash Dividend Payments:    Based on Date of Cash Distribution  

2023 — Payments (including pending)

    $ 0.030  

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  

2017 — Full Calendar Year

    $ 0.055  

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. 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 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
[email protected]    [email protected]