Shareholder Vote · Company Update

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 3, 2020 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 2020 Annual Meeting of Stockholders of American Vanguard Corporation held on June 3, 2020, 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, 2020, (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2020 proxy, and (iv) advisory vote on the frequency of the say-on-pay disclosure in the Company’s proxy being either every one-year, two-years or three-years. With respect to the first proposal in the proxy, the following nine nominees received more votes “FOR” than votes “AGAINST”, and, as a result, were elected to serve as directors for the ensuing year: Nominee Votes For Votes Against Votes Abstain Scott D. Baskin 23,910,947 252,488 5,872 Lawrence S. Clark 23,226,386 937,014 5,907 Debra F. Edwards 24,055,671 107,328 6,308 Morton D. Erlich 23,527,874 635,561 5,872 Emer Gunter 23,994,966 46,095 128,246 Alfred F. Ingulli 23,958,661 82,414 128,232 John L. Killmer 24,011,022 30,073 128,212 Eric G. Wintemute 23,924,114 118,298 126,895 Esmail Zirakparvar 22,819,873 1,221,188 128,246 With respect to all director nominees, broker non-votes equaled 2,070,457. With respect to Proposals Two (appointment of BDO) and Three (advisory approval of executive compensation), both 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-Vote Two 25,295,742 941,268 2,754 0 Three 23,844,480 259,565 65,262 2,070,457 With respect to Proposal Four (advisory vote on frequency of say-on-pay vote), the measure received votes as indicated below: Proposal One Year Two Year Three Year Abstain Four 21,766,377 7,487 2,383,719 11,724 Item 8.01 Other Events On June 8, 2020, American Vanguard Corporation issued a press release announcing the results of the voting at its 2020 Annual Meeting of Stockholders and announcing that its board of directors has suspended the Company’s quarterly cash dividend. 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, 2020 of Registrant regarding the results of its 2020 Annual Meeting of Stockholders and suspension of the quarterly cash dividend. 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 9, 2020 By: /s/ Timothy J. Donnelly Timothy J. Donnelly Chief Administrative Officer, General Counsel & Secretary