American Vanguard Corp 8-K, filed Jun 9, 2020
American Vanguard Corp (AVD)
About this 8-K
American Vanguard Corp filed this 8-K on June 9, 2020, reporting on events of June 3, 2020.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): June 3, 2020
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 5.07 | Submission of Matters to a Vote of Security Holders |
At the 2020 Annual Meeting of Stockholders of American Vanguard Corporation held on June 3, 2020, four matters were voted upon by stockholders, namely: (i) the election of nine directors until their successors are elected and qualified, (ii) the ratification of BDO USA, LLP as independent registered public accounting firm for the year ending December 31, 2020, (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2020 proxy, and (iv) advisory vote on the frequency of the say-on-pay disclosure in the Company’s proxy being either every one-year, two-years or three-years.
With respect to the first proposal in the proxy, the following nine nominees received more votes “FOR” than votes “AGAINST”, and, as a result, were elected to serve as directors for the ensuing year:
| Nominee |
Votes For |
Votes Against |
Votes Abstain | |||
| Scott D. Baskin |
23,910,947 | 252,488 | 5,872 | |||
| Lawrence S. Clark |
23,226,386 | 937,014 | 5,907 | |||
| Debra F. Edwards |
24,055,671 | 107,328 | 6,308 | |||
| Morton D. Erlich |
23,527,874 | 635,561 | 5,872 | |||
| Emer Gunter |
23,994,966 | 46,095 | 128,246 | |||
| Alfred F. Ingulli |
23,958,661 | 82,414 | 128,232 | |||
| John L. Killmer |
24,011,022 | 30,073 | 128,212 | |||
| Eric G. Wintemute |
23,924,114 | 118,298 | 126,895 | |||
| Esmail Zirakparvar |
22,819,873 | 1,221,188 | 128,246 |
With respect to all director nominees, broker non-votes equaled 2,070,457.
With respect to Proposals Two (appointment of BDO) and Three (advisory approval of executive compensation), both measures received the affirmative vote of a majority of the shares cast at the meeting; more specifically, the shares were voted as follows:
| Proposal |
Votes For |
Votes Against |
Votes Abstain |
Broker Non-Vote | ||||
| Two |
25,295,742 | 941,268 | 2,754 | 0 | ||||
| Three |
23,844,480 | 259,565 | 65,262 | 2,070,457 |
With respect to Proposal Four (advisory vote on frequency of say-on-pay vote), the measure received votes as indicated below:
| Proposal |
One Year |
Two Year |
Three Year |
Abstain | ||||
| Four |
21,766,377 | 7,487 | 2,383,719 | 11,724 |
| Item 8.01 | Other Events |
On June 8, 2020, American Vanguard Corporation issued a press release announcing the results of the voting at its 2020 Annual Meeting of Stockholders and announcing that its board of directors has suspended the Company’s quarterly cash dividend. The complete text of that release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Press release dated June 8, 2020 of Registrant regarding the results of its 2020 Annual Meeting of Stockholders and suspension of the quarterly cash dividend. | |
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: June 9, 2020 | By: | /s/ Timothy J. Donnelly | ||||
| Timothy J. Donnelly | ||||||
| Chief Administrative Officer, General Counsel & Secretary | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
AMERICAN VANGUARD ANNOUNCES VOTING RESULTS
OF ANNUAL MEETING OF STOCKHOLDERS & SUSPENDS CASH DIVIDEND
Newport Beach, CA – June 8, 2020 – American Vanguard Corp. (NYSE:AVD) announced voting results arising from the Annual Meeting of Stockholders held on June 3, 2020. In summary, all measures on the ballot passed. Thus, the following nominees - Scott D. Baskin, Lawrence S. Clark, Debra F. Edwards, Morton D. Erlich, Emer Gunter, Alfred F. Ingulli, John L. Killmer, Eric G. Wintemute, and M. Esmail Zirakparvar—were re-elected to serve as directors until the next annual meeting or until their successors are duly elected and qualified; the appointment of BDO USA, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2020 was ratified; the executive compensation policies and practices as set forth in the 2020 proxy were approved and the frequency of the say-on-pay disclosure in our proxy will be annual (as it has been).
In addition, at a meeting of the board following the company’s Annual Meeting, the Company’s directors elected to suspend the quarterly cash dividend. Eric Wintemute, Chairman and CEO of American Vanguard, stated, “While we feel we are well positioned to guide our company through the uncertainty of the COVID pandemic, we remain committed to our plan of improving our balance sheet. In that vein, we intend to manage all expenses that are within our control, including operating costs, capital expenditures and – even while not material by itself – the dividend. Further, over the past two months, we have beta-tested seven SIMPAS® systems over thousands of acres across the Midwest, and the results have exceeded our expectations. Having accomplished this, we are poised to move forward with our 2021 launch. The build-out of SIMPAS systems and Ultimus™ SmartCartridges® will require capital, and we need to ensure that we have adequate inventory to meet grower demand for these units. Our board will, of course, revisit the possibility of declaring a cash dividend at our next quarterly meeting. In short, while we are confident in our ability to address our markets and serve our customers, we believe it is prudent to maximize our liquidity so that we can manage our own working capital needs while preserving our ability to reinvest in technology innovation initiatives at this time.”
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 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-chemical.com | Lcati@equityny.com |