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 2, 2021     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 2021 Annual Meeting of Stockholders of American Vanguard Corporation held on June 2, 2021, 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 BDO USA, LLP as independent registered public accounting firm for the year ending December 31, 2021, and (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2021 proxy. 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    23,870,428    289,716    9,225 Lawrence S. Clark    23,125,256    1,034,888    9,225 Debra F. Edwards    24,098,178    61,965    9,226 Morton D. Erlich    23,855,697    304,447    9,225 Emer Gunter    23,958,841    201,303    9,225 Alfred F. Ingulli    24,009,444    150,700    9,225 John L. Killmer    24,054,335    105,809    9,225 Eric G. Wintemute    23,828,752    333,883    6,734 Esmail Zirakparvar    23,102,071    1,058,004    9,294 With respect to all director nominees, broker non-votes equaled 2,663,075. 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    25,843,917    986,968    1,559    0 Three    23,947,514    209,931    11,924    2,663,075 Item 8.01 Other Events On June 8, 2021, American Vanguard Corporation issued a press release announcing the results of the voting at its 2021 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, 2021 of Registrant regarding the results of its 2021 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: June 8, 2021         By:   /s/ Timothy J. Donnelly       Timothy J. Donnelly       Chief Administrative Officer, General Counsel & Secretary