UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 2024 Annual Meeting of Stockholders of American Vanguard Corporation (the “Company” or “Registrant”) held on June 6, 2024, 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, 2024, and (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2024 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 |
19,967,634 | 921,540 | 197,914 | 2,898,445 | ||||||||||||
| Scott Baskin |
19,627,835 | 1,438,584 | 20,669 | 2,898,445 | ||||||||||||
| Mark Bassett |
19,545,816 | 1,346,428 | 194,844 | 2,898,445 | ||||||||||||
| Debra Edwards |
19,722,424 | 1,343,935 | 20,729 | 2,898,445 | ||||||||||||
| Patrick Gottschalk |
20,316,094 | 549,300 | 221,694 | 2,898,445 | ||||||||||||
| Emer Gunter |
19,031,468 | 1,912,152 | 143,468 | 2,898,445 | ||||||||||||
| Steven Macicek |
20,740,038 | 144,234 | 202,816 | 2,898,445 | ||||||||||||
| Keith Rosenbloom |
20,313,936 | 549,449 | 223,703 | 2,898,445 | ||||||||||||
| Eric Wintemute |
19,503,731 | 1,576,765 | 6,592 | 2,898,445 | ||||||||||||
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 |
23,699,343 | 63,801 | 222,389 | 0 | ||||||||||||
| Three – Advisory approval of executive compensation |
19,570,683 | 1,508,310 | 8,095 | 2,898,445 | ||||||||||||
| Item 8.01 | Other Events |
On June 11, 2024, American Vanguard Corporation issued a press release announcing the results of the voting at its 2024 Annual Meeting of Stockholders. 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 11, 2024, of Registrant regarding the results of its 2024 Annual Meeting of Stockholders. | |
| 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: June 11, 2024 | ||||||
| By: | /s/ Timothy J. Donnelly | |||||
| Timothy J. Donnelly | ||||||
| Chief Information Officer, General Counsel & Secretary | ||||||