8-K

AMERICAN VANGUARD CORPORATION

Date: June 7, 2022

/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 1, 2022

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 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:


Nominee	Votes For		Withheld		Broker Non-Votes
Emer Gunter		26,010,325		31,819		0
Debra F. Edwards		26,004,303		37,842		0
Marisol Angelini		25,939,800		102,346		0
Scott D. Baskin		25,936,083		106,061		0
Eric G. Wintemute		25,879,748		162,396		0
Morton D. Erlich		25,879,076		163,068		0
Mark R. Bassett		19,916,182		144,967		0
Patrick E. Gottschalk		15,274,292		4,486,857		0
Keith M. Rosenbloom		15,081,722		4,679,427		0

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


Nominee	Votes For		Withheld		Broker Non-Votes
John L. Killmer		5,702,652		584,163		0
M. Esmail Zirakparvar		4,732,588		1,554,228		0
Alfred F. Ingulli		6,256,337		30,479		0

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:


Proposal	Votes For		Votes Against		Votes Abstain		Broker Non-Votes
Two - Appointment of BDO		24,731,103		1,296,259		20,603		0
Three - Amendment of the equity incentive plan		25,223,753		801,131		23,081		0
Four - Advisory approval of executive compensation		21,487,774		4,531,687		28,504		0

Item 8.01

Other Events

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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit 99.1		Press release dated June 6, 2022, of Registrant regarding the results of its 2022 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.

American Vanguard Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits