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 1, 2022

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 2022 Annual Meeting of Stockholders of American Vanguard Corporation (the “Company” or “Registrant”) held on June 1, 2022, 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, 2022, (iii) the amendment to the Company’s equity incentive plan to add 725,000 shares, extend the term 10 years and make certain immaterial changes, and (iv) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2022 proxy.

This was a contested election. Thus, the standard for election of directors was the nine (out of 12 total) nominees who received the highest vote totals. With respect to the first proposal in the proxy, the following nine nominees received the largest number of votes and, as a result, were elected to serve as directors for the ensuing year:

The votes with respect to the three additional nominees were as follows:

With respect to Proposals Two (appointment of BDO), Three (amendment of the Company’s equity incentive plan) and Four (advisory approval of executive compensation), all three 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 6, 2022, American Vanguard Corporation issued a press release announcing both the results of the voting at its 2022 Annual Meeting of Stockholders and the declaration of a cash dividend in the amount of $0.025 per share to holders of the Company’s common stock as of June 24, 2022, for distribution on July 8, 2022. 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 2022 ANNUAL MEETING OF STOCKHOLDERS

DECLARES QUARTERLY DIVIDEND

Newport Beach, CA – June 6, 2022 – American Vanguard Corp. (NYSE:AVD) announced voting results arising from the Annual Meeting of Stockholders held on June 1, 2022. In a contested election, the nine nominees receiving the highest votes were, in descending order of votes received: Emer Gunter, Debra F. Edwards, Marisol Angelini, Scott D. Baskin, Eric G. Wintemute and Morton D. Erlich (from the Company’s slate of nominees) and Mark R. Bassett, Patrick E. Gottschalk and Keith M. Rosenbloom (from the Cruiser Capital Master Fund LP (“Cruiser”) slate of nominees). These persons will serve as 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 appointment of BDO USA, LLP as the company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified; the Company’s equity incentive plan was amended to add 725,000 shares, to extend the term for 10 years and to include certain immaterial changes and the executive compensation policies and practices as set forth in the 2022 proxy received advisory approval by the stockholders.

In addition, at a meeting of the Company’s board of directors that commenced on June 1, 2022, the board declared a cash dividend of $0.025 per share to shareholders of record as of June 24, 2022, for distribution on July 8, 2022.

Chairman and CEO Eric W. Wintemute commented, “We thank our shareholders for voting at the annual meeting. We realize that there was a great deal of activity and numerous communications leading up to the vote during the contest. Many of our stockholders were generous in giving both management and Cruiser an opportunity to express their views and to gain a deeper understanding of our Company and its strategic path. While proxy contests are never a pleasant experience, we appreciate that both our team and Cruiser share the same objective in maximizing shareholder value. I have reached out to our employees to express my optimism and our sense of purpose going forward. Further, I want to publicly welcome Messrs. Bassett, Gottschalk and Rosenbloom to our board of directors. We look forward to working with them to attain our long-range growth and profitability targets, while maintaining open communication with our shareholders.”

Mr. Wintemute continued, “In light of our recent financial performance, which was especially strong in the first quarter of 2022 and our full-year outlook, we are pleased to announce a cash dividend of $0.025 per share. This continues our history of sharing with our stockholders in the Company’s success through the regular payment of dividends. We look forward to updating stockholders at our next earnings call in early August 2022.”

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.