8-K

AMERICAN VANGUARD CORPORATION

Date: June 13, 2023

/s/ Timothy J. Donnelly

Timothy J. Donnelly

Chief Administrative Officer, General Counsel & Secretary

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)

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 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. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders

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:


Nominee	Votes For		Against		Withheld		Broker Non-Votes
Marisol Angelini		21,832,745		318,473		1,929		2,595,051
Scott D. Baskin		21,436,522		715,720		905		2,595,051
Mark R. Bassett		21,311,738		840,203		1,206		2,595,051
Debra F. Edwards		21,586,054		565,183		1,910		2,595,051
Morton D. Erlich		21,285,427		865,663		2,057		2,595,051
Patrick E. Gottschalk		21,584,954		566,988		1,205		2,595,051
Emer Gunter		20,776,351		1,375,891		905		2,595,051
Keith M. Rosenbloom		21,587,621		564,321		1,205		2,595,051
Eric G. Wintemute		21,284,371		867,825		951		2,595,051

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:


Proposal	Votes For		Votes Against		Votes Abstain		Broker Non-Votes
Two - Appointment of Deloitte		24,123,428		623,188		1,582		0
Three – Advisory approval of executive compensation		20,196,852		1,949,123		7,172		2,595,051

Item 8.01

Other Events

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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit 99.1		Press release dated June 12, 2023, of Registrant regarding the results of its 2023 Annual Meeting of Stockholders and dividend declaration.

Exhibit 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.