8-K

AMERICAN VANGUARD CORPORATION

Date: July 7, 2025

/s/ Timothy J. Donnelly

Timothy J. Donnelly

Chief Information 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): July 2, 2025

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 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 2025 Annual Meeting of Stockholders of American Vanguard Corporation (the “Company” or “Registrant”) held on July 2, 2025, 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, 2025, and (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2025 proxy statement.

With respect to the first proposal in the proxy, the following nine nominees were elected to serve as directors for the ensuing year:


Nominee	Votes For		Votes Against		Withheld		Broker Non-votes
Marisol Angelini		16,606,567		252,193		12,528		5,554,243
Scott Baskin		16,170,536		687,110		13,642		5,554,243
Mark Bassett		16,495,561		333,641		42,086		5,554,243
Patrick Gottschalk		16,504,151		358,221		8,916		5,554,243
Emer Gunter		16,488,702		373,661		8,925		5,554,243
Douglas Kaye		16,785,942		76,033		9,313		5,554,243
Steven Macicek		16,568,720		259,221		43,347		5,554,243
Keith Rosenbloom		16,400,224		462,139		8,925		5,554,243
Carmen Tiu		16,740,484		121,789		9,015		5,554,243

With respect to Proposals Two (appointment of Deloitte) and Three (advisory approval of executive compensation), both measures received the requisite number of votes to be approved by the Company’s stockholders; more specifically, the shares were voted as follows:


Proposal	Votes For		Votes Against		Withheld		Broker Non-votes
2 - Ratify Deloitte		22,030,083		369,428		26,020		0
3 - Executive Comp		14,654,753		2,125,356		91,179		5,554,243

Item 8.01

Other Events

On July 7, 2025, American Vanguard Corporation issued a press release announcing the results of the voting at its 2025 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 July 7, 2025, of Registrant regarding the results of its 2025 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.

SEC Form 8-K filed by American Vanguard Corporation