Form 8-K AMERICAN VANGUARD CORP For: Jun 03
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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, 2015
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, Suite 1200
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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2015 Annual Meeting of Stockholders of American Vanguard Corporation held on June 3, 2015, three matters were voted upon by shareholders, namely, (i) the election of eight directors until their successors are elected and qualified, (ii) ratification of BDO USA, LLP as independent registered public accounting firm for the year ending December 31, 2015, and (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2015 proxy.
With respect to the first proposal in the proxy, the following eight 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 Withheld | ||||||
| Scott D. Baskin |
20,231,726 | 1,901,525 | ||||||
| Lawrence S. Clark |
21,994,041 | 139,210 | ||||||
| Debra F. Edwards |
22,032,322 | 100,929 | ||||||
| Morton D. Erlich |
21,874,540 | 258,711 | ||||||
| Alfred F. Ingulli |
21,978,837 | 154,414 | ||||||
| John L. Killmer |
21,975,230 | 158,021 | ||||||
| Eric G. Wintemute |
21,925,398 | 207,853 | ||||||
| Esmail Zirakparvar |
21,823,968 | 309,283 | ||||||
With respect to all director nominees, broker non-votes equaled 3,491,898.
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 |
25,063,909 | 508,186 | 53,054 | 0 | ||||||||||||
| Three |
21,501,307 | 550,666 | 81,278 | 3,491,898 | ||||||||||||
Item 8.01 Other Events
On June 8, 2015, American Vanguard Corporation issued a press release announcing the results of the 2015 Annual Meeting of Shareholders and that its board of directors had chosen not to declare a cash dividend. The complete text of that release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press release dated June 8, 2015 of American Vanguard Corporation regarding the results of the 2015 Annual Shareholders’ Meeting. | |
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, 2015 | ||||||||
| By: | /s/ Timothy J. Donnelly | |||||||
| Timothy J. Donnelly | ||||||||
| Chief Administrative Officer, General Counsel & Secretary | ||||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press release of American Vanguard Corporation dated June 8, 2015 regarding the results of the 2015 Annual Shareholders’ Meeting. | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
AMERICAN VANGUARD ANNOUNCES RESULTS OF ANNUAL SHAREHOLDERS’ MEETING
Newport Beach, CA – June 8, 2015 – American Vanguard Corp. (NYSE: AVD) announced the results of its 2015 Annual Shareholders’ Meeting held on June 3, 2015. All three ballot measures that appeared in the Company’s 2015 proxy passed, including (i) re-election of eight nominees (namely, Scott D. Baskin, Lawrence S. Clark, Debra F. Edwards, Morton D. Erlich, Alfred F. Ingulli, John L. Killmer, Eric G. Wintemute, and M. Esmail Zirakparvar) to the Company’s board of directors; (ii) ratification of the appointment of BDO USA LLP as the Company’s independent outside public accounting firm for the year ending December 31, 2015; and (iii) the advisory vote approving the Company’s executive compensation policies and procedures. In addition, at its meeting held on June 4, 2015, the Company’s board of directors chose not to declare a cash dividend.
Eric Wintemute, Chairman and CEO of American Vanguard, stated, “We are pleased with the outcome of our 2015 Annual Shareholders’ Meeting and thank all of you for your continued support and for casting your ballots. Also, having just completed the Hyvar/Krovar and Nemacur acquisitions, we believe that it is in our investors’ best interests that we conserve cash and closely manage working capital as we work through challenging market conditions. For that reason, we have chosen not to declare a cash dividend at this time. We will, of course, revisit this issue next quarter.” Further details of the annual meeting results will appear in the Company’s public filings.
About American Vanguard
American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products for crop protection and management, turf and ornamentals management and public and animal health. American Vanguard is included on the Russell 2000® & Russell 3000® Indexes and the Standard & Poors Small Cap 600 Index. To learn more about American Vanguard, please reference the Company’s web site at www.american-vanguard.com.
In its public commentary, the Company may discuss forward-looking information. Except for the historical information contained in this release, all forward-looking statements are estimates by the Company’s management subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include weather conditions, changes in regulatory policy and other risks as detailed in the Company’s SEC reports and filings. All forward-looking statements, if any, in this release represent the Company’s judgment as of the date of this release.
| Contact Information: | ||
| American Vanguard Corporation | The Equity Group Inc. | |
| William A. Kuser, Director of Investor Relations | www.theequitygroup.com | |
| (949) 260-1200 | Lena Cati (212) 836-9611 | |
| [email protected] | [email protected] |
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