AMERICAN VANGUARD CORP

8-K · d338998d8k.htm

0000005981 2026-06-04 2026-06-04
  
  
 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 4, 2026
  
  

 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)

  
 (IRS Employer
 Identification No.)

  

 15440 Laguna Canyon Road
 Suite 100

  

 Irvine , California
  
 92618

 (Address of Principal Executive Offices)
  
 (Zip Code)

 Registrant’s Telephone Number, Including Area Code: (949) 260-1200
 (Former Name or Former Address, if Changed Since Last Report)
  
  

 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(s)

  
 Name of each exchange
 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 (§ 240.12b-2 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 By resolution adopted by the board of directors of American Vanguard Corporation (the “Company” or “Registrant”) held on June 4, 2026, the following named executive officers of the Company received the following success bonus arising from their effort in having restructured the Company’s borrowed debt in its totality: Douglas Kaye - $150K; David Johnson - $125K; Timothy Donnelly - $125K; and Shirin Khosravi - $50K.
 Item 5.07 Submission of Matters to a Vote of Security Holders
 At the 2026 Annual Meeting of Stockholders of the Company held on June 3, 2026, four matters were voted upon by stockholders, namely: (i) the election of seven 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, 2026, (iii) an advisory vote on the frequency of voting on the overall executive compensation policies and procedures of the Company; and (iv) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2026 proxy statement.
 With respect to the first proposal in the proxy, the following seven nominees received more votes “for” than “against” and, as a result, were elected to serve as directors for the ensuing year:
  

 Nominee

  
 Votes For

  
 Votes Against

  
 Withheld

  
 Broker Non-votes

 Marisol Angelini

  
 15,137,474
  
 686,167
  
 236,355
  
 5,335,877

 Mark Bassett

  
 14,968,710
  
 705,792
  
 385,494
  
 5,335,877

 Patrick Gottschalk

  
 15,064,049
  
 609,138
  
 386,809
  
 5,335,877

 Douglas Kaye

  
 15,544,705
  
 282,017
  
 233,274
  
 5,335,877

 Steven Macicek

  
 14,939,056
  
 730,081
  
 390,859
  
 5,335,877

 Rubin McDougal

  
 15,170,429
  
 353,448
  
 536,119
  
 5,335,877

 Keith Rosenbloom

  
 14,777,586
  
 895,685
  
 386,825
  
 5,335,877

 With respect to Proposals Two (appointment of Deloitte), Three (frequency of advisory vote on executive compensation) and Four (advisory approval of executive compensation), all 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

  
 Withheld

  
 Broker Non-votes

 2 - Ratify Deloitte

  
 20,904,030
  
 24,225
  
 467,618
  
 0

 4 - Executive Comp

  
 15,159,605
  
 561,820
  
 338,571
  
 5,335,877

  

 Proposal

  
 1 Year

  
 2 Year

  
 3 Year

  
 Abstain

 3 - Frequency of Comp

  
 14,755,233
  
 10,260
  
 1,040,509
  
 253,994

  

 Item 8.01 Other Events
 On June 8, 2026, American Vanguard Corporation issued a press release announcing the results of the voting at its 2026 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 8, 2026, of Registrant regarding the results of its 2026 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

  
 AMERICAN VANGUARD CORPORATION

 Date: June 8, 2026
  

  
 By:
  
 /s/ Timothy J. Donnelly

  

  

  
 Timothy J. Donnelly

  

  

  
 Chief Legal Officer, General Counsel & Secretary