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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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Departure of Chief Executive Officer
Effective as of July 12, 2024, Eric Wintemute concluded his role as Chief Executive Officer of American Vanguard Corporation (the “Company”). The terms of Mr. Wintemute’s departure are set forth in the previously reported Transition Agreement, dated July 3, 2024, by and between the Company and Mr. Wintemute (the “Transition Agreement”). Mr. Wintemute will continue to serve as Chairman of the Company’s Board of Directors (the “Board”) until the 2025 Annual Meeting of Stockholders and, post-departure, will serve as a consultant on a part-time basis, as needed.
The material terms of the Transition Agreement are summarized in the Company’s Current Report on Form 8-K filed on July 9, 2024 (the “Prior Form 8-K), a copy of which is filed as Exhibit 99.2 to the Prior Form 8-K and is incorporated by reference herein.
Establishment of Office of Chief Executive Officer
The Company is undertaking a search for a new Chief Executive Officer. In the interim, the Company has established an Office of the Chief Executive Officer (“OCEO”). The OCEO will be comprised of Mr. David Johnson, the Company’s Chief Financial Officer, Ms. Shirin Khosravi, the Company’s Senior Vice President of Human Resources, Mr. Timothy Donnelly, the Company’s Chief Information Officer, General Counsel and Secretary, and Dr. Mark Bassett, a member of the Board. Mr. Donnelly has also been designated as, and assumed the duties of, the Company’s Acting Chief Executive Officer and acting principal executive officer as of July 12, 2024.
Mr. Johnson, 67, has served as Vice President, Chief Financial Officer, and Treasurer of the Company since March, 2008.
Ms. Khosravi, 56, has served as Senior Vice President of Human Resources since October 2023.
Mr. Donnelly, 64, has served in various capacities and most recently as Chief Information Officer, General Counsel and Secretary of the Company since October 2005.
Dr. Bassett, 63, was elected to the Board in June 2022.
None of Mr. Johnson, Ms. Khosravi, Mr. Donnelly or Dr. Bassett has any family relationships with any director or executive officer of the Company. Additionally, none of Mr. Johnson, Ms. Khosravi, Mr. Donnelly or Dr. Bassett has engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K, other than as previously disclosed.
| Item 8.01 | Other Events |
On July 15, 2024, American Vanguard Corporation issued a press release announcing the departure of its CEO effective July 12, 2024. The complete text of that release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Press release dated July 15, 2024, of Registrant announcing CEO’s departure. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: July 17, 2024 | ||||||
| By: | /s/ Timothy J. Donnelly | |||||
| Timothy J. Donnelly | ||||||
| Acting Chief Executive Officer, Chief Information Officer, General Counsel & Secretary | ||||||
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