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 | Exchanges | ||
| 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.
| AMERICAN VANGUARD CORPORATION | ||||||
| Date: July 7, 2025 | By: | /s/ Timothy J. Donnelly | ||||
| Timothy J. Donnelly | ||||||
| Chief Information Officer, General Counsel & Secretary | ||||||