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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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
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| 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 | ||||||
| Date: June 7, 2022 |
By: |
/s/ Timothy J. Donnelly | ||||
| Timothy J. Donnelly | ||||||
| Chief Administrative Officer, General Counsel & Secretary | ||||||