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 1.01 | Entry into a Material Definitive Agreement |
As previously disclosed, on July 3, 2024, American Vanguard Corporation (the “Company”) entered into a Transition Agreement (the “Transition Agreement”) with Eric Wintemute, the current Chairman of the Company’s board of directors (the “Board”) and the Company’s former Chief Executive Officer. Pursuant to the terms of the Transition Agreement, Mr. Wintemute will continue to serve as Chairman and a member of the Board until the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). The Board does not intend to nominate Mr. Wintemute as a candidate for election to the Board for a term commencing after the 2025 Annual Meeting, and Mr. Wintemute’s term as Chairman and a member of the Board will end at the 2025 Annual Meeting.
On April 15, 2025, the Company and Mr. Wintemute entered into a Cooperation Agreement (the “Cooperation Agreement”). Pursuant to the terms of the Cooperation Agreement, Mr. Wintemute withdrew, and caused to be withdrawn, a previously submitted notice of stockholder nomination to nominate Mr. Wintemute as a candidate for election to the Board at the 2025 Annual Meeting by a stockholder of the Company. Mr. Wintemute also agreed to vote all shares of the Company’s common stock over which he has direct or indirect voting power in accordance with the Board’s recommendations at the 2025 Annual Meeting. Further, until the Termination Date (as defined in the Cooperation Agreement), Mr. Wintemute also has agreed to certain customary standstill provisions and has agreed not to vote his shares against the Board’s recommendations at stockholder meetings following the 2025 Annual Meeting (subject to certain exceptions). The Company and Mr. Wintemute also agreed to certain customary mutual non-disparagement provisions. The Company will reimburse Mr. Wintemute for certain out-of-pocket expenses relating to the Cooperation Agreement and the Transition Agreement, in an amount not to exceed $325,000.
The foregoing summary is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 10.1 | Cooperation Agreement, dated April 15, 2025, by and between American Vanguard Corporation and Eric G. Wintemute. | |
| 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: April 21, 2025 | ||||||
| By: | /s/ Timothy J. Donnelly | |||||
| Timothy J. Donnelly | ||||||
| Chief Information Officer, General Counsel & Secretary | ||||||