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
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
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(s) |
Name of each exchange on which registered | ||
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 (§ 240.12b-2 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
By resolution adopted by the board of directors of American Vanguard Corporation (the “Company” or “Registrant”) held on June 4, 2026, the following named executive officers of the Company received the following success bonus arising from their effort in having restructured the Company’s borrowed debt in its totality: Douglas Kaye - $150K; David Johnson - $125K; Timothy Donnelly - $125K; and Shirin Khosravi - $50K.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2026 Annual Meeting of Stockholders of the Company held on June 3, 2026, four matters were voted upon by stockholders, namely: (i) the election of seven 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, 2026, (iii) an advisory vote on the frequency of voting on the overall executive compensation policies and procedures of the Company; and (iv) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2026 proxy statement.
With respect to the first proposal in the proxy, the following seven nominees received more votes “for” than “against” and, as a result, were elected to serve as directors for the ensuing year:
| Nominee |
Votes For |
Votes Against |
Withheld |
Broker Non-votes | ||||
| Marisol Angelini |
15,137,474 | 686,167 | 236,355 | 5,335,877 | ||||
| Mark Bassett |
14,968,710 | 705,792 | 385,494 | 5,335,877 | ||||
| Patrick Gottschalk |
15,064,049 | 609,138 | 386,809 | 5,335,877 | ||||
| Douglas Kaye |
15,544,705 | 282,017 | 233,274 | 5,335,877 | ||||
| Steven Macicek |
14,939,056 | 730,081 | 390,859 | 5,335,877 | ||||
| Rubin McDougal |
15,170,429 | 353,448 | 536,119 | 5,335,877 | ||||
| Keith Rosenbloom |
14,777,586 | 895,685 | 386,825 | 5,335,877 |
With respect to Proposals Two (appointment of Deloitte), Three (frequency of advisory vote on executive compensation) and Four (advisory approval of executive compensation), all 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 |
Withheld |
Broker Non-votes | ||||
| 2 - Ratify Deloitte |
20,904,030 | 24,225 | 467,618 | 0 | ||||
| 4 - Executive Comp |
15,159,605 | 561,820 | 338,571 | 5,335,877 |
| Proposal |
1 Year |
2 Year |
3 Year |
Abstain | ||||
| 3 - Frequency of Comp |
14,755,233 | 10,260 | 1,040,509 | 253,994 |
Item 8.01 Other Events
On June 8, 2026, American Vanguard Corporation issued a press release announcing the results of the voting at its 2026 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, 2026, of Registrant regarding the results of its 2026 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN VANGUARD CORPORATION | ||||||
| Date: June 8, 2026 | By: | /s/ Timothy J. Donnelly | ||||
| Timothy J. Donnelly | ||||||
| Chief Legal Officer, General Counsel & Secretary | ||||||