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8-KThe WireRoutine

Company Update

Filed Apr 19, 2022 · 4y ago · Accession 0001193125-22-108823

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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): April 19, 2022     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 8.01 Other Events On April 19, 2022, American Vanguard Corporation (“Registrant”) issued a press release in which it disclosed that it has filed its preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with the Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”), noting that shareholder Cruiser Capital Advisors LLC (“Cruiser”) notified the Company of its intent to nominate four individuals to stand for election to the Company’s Board of Directors at the 2022 Annual Meeting. The details of that press release are set forth on Exhibit 10.1 hereto and are incorporated herein by reference. The information contained in this Current Report on Form 8-K, including the Exhibit linked hereto, is being furnished under Items 8.01 and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits   Exhibit 10.1    Press release dated as of April 19, 2022 on Registrant’s filing of a preliminary proxy and a shareholder’s intention to nominate four directors at the 2022 Annual Meeting. 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: April 19, 2022     By:   /s/ Timothy J. Donnelly       Timothy J. Donnelly       Chief Administrative Officer, General Counsel & Secretary
Filing details
Ticker
AVD
CIK
5981
Form type
8-K
Filing date
Apr 19, 2022
Report date
Apr 19, 2022
Document
d298531d8k.htm
Size
157 KB