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): June 7, 2023

AMERICAN VANGUARD CORPORATION

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 12b-2 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.  ☐

At the 2023 Annual Meeting of Stockholders of American Vanguard Corporation (the “Company” or “Registrant”) held on June 7, 2023, three matters were voted upon by stockholders, namely: (i) the election of nine directors until their successors are elected and qualified, (ii) the ratification of Deloitte Touche, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, and (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2023 proxy.

With respect to the first proposal in the proxy, the following nine nominees received more votes “for” than “against” and, as a result, were elected to serve as directors for the ensuing year:

With respect to Proposals Two (appointment of Deloitte) 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:

On June 12, 2023, American Vanguard Corporation issued a press release announcing both the results of the voting at its 2023 Annual Meeting of Stockholders and the declaration of a cash dividend in the amount of $0.03 per share to holders of the Company’s common stock as of June 28, 2023, for distribution on July 14, 2023. The complete text of that release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.

(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.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD ANNOUNCES VOTING RESULTS

OF 2023 ANNUAL MEETING OF STOCKHOLDERS

DECLARES QUARTERLY DIVIDEND

Newport Beach, CA – June 12, 2023 – American Vanguard Corporation (NYSE:AVD) announced voting results from its Annual Meeting of Stockholders held on June 7, 2023. As to the first of three initiatives, all nine director nominees - Marisol Angelini, Scott D. Baskin, Mark R. Bassett, Debra F. Edwards, Morton D. Erlich, Emer Gunter, Patrick E. Gottschalk, Keith M. Rosenbloom and Eric G. Wintemute - were reelected to serve on the board of directors until the next annual meeting or until their successors are duly elected and qualified. In addition, the balance of the initiatives appearing on the Company’s proxy passed, namely, the ratification of the appointment of Deloitte Touche, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2023, and advisory approval of the executive compensation policies and practices as set forth in the Company’s 2023 proxy. All nominees and measures received support from over ninety percent of the votes cast at the meeting.

In addition, at a meeting of the Company’s board of directors that was held on June 8, 2023, the board declared a cash dividend in the amount of $0.03 per share to holders of the Company’s common stock as of June 28, 2023, for distribution on July 14, 2023.

Chairman and CEO Eric W. Wintemute commented, “We thank our shareholders for voting at the annual meeting and appreciate your overwhelming support for our director nominees and other ballot initiatives. In addition, we are pleased to declare a dividend, which continues our history of providing cash returns to shareholders based on successful operational and financial performance. Moreover, this 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.”

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^®^ & 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.

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.