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Form DEFA14A AMERICAN VANGUARD CORP

April 25, 2016 1:24 PM EDT

 

 

SCHEDULE 14A INFORMATION

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN VANGUARD CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

 

   

 

  (2)  

Aggregate number of securities to which transaction applies:

 

 

   

 

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

   

 

  (4)  

Proposed maximum aggregate value of transaction:

 

 

   

 

  (5)  

Total fee paid:

 

 

   

 

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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  (2)  

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Date Filed:

 

 

   

 

 

 

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 8, 2016.

 

 

 

AMERICAN VANGUARD CORPORATION

 
 

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AMERICAN VANGUARD CORPORATION

ATTN: LUCY COONEY

4695 MACARTHUR COURT, SUITE 1200

NEWPORT BEACH, CA 92660

 

 
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Meeting Information

     
 

 

Meeting Type:         Annual Meeting

     
  For holders as of:    April 13, 2016      
  Date:    June 8, 2016      Time:    11:00 AM PDT      
 

Location:     Meeting live via the Internet-please visit

                      www.virtualshareholdermeeting.com/AVD.

     
 

 

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/AVD and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).

 

     
 

 

You are receiving this communication because you hold shares in the company named above.

   
 

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

   

See the reverse side of this notice to obtain proxy materials and voting instructions.

   
 


— Before You Vote —

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

  NOTICE AND PROXY STATEMENT                FORM 10-K            PROXY BALLOT
 

 

How to View Online:

 

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

  If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
   
 

1) BY INTERNET:

  www.proxyvote.com
   
 

2) BY TELEPHONE:

  1-800-579-1639
   
 

3) BY E-MAIL*:

  [email protected]
 

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 25, 2016 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

 

 

Vote By Internet:

 

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Before The Meeting:

 

 

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

 

During The Meeting:

 

 

Go to www.virtualshareholdermeeting.com/AVD. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 


Voting Items  

The Board of Directors recommends you vote FOR the following:

 

1.   Election of Directors
 

 

Nominees:

 

1a.    Scott D. Baskin

 

1b.    Lawrence S. Clark

 

1c.    Debra F. Edwards

 

1d.    Morton D. Erlich

 

1e.    Alfred F. Ingulli

 

1f.    John L. Killmer

 

1g.    Eric G. Wintemute

 

1h.    M. Esmail Zirakparvar

 

 

 

The Board of Directors recommends you vote FOR proposals 2, 3 and 4.

 

2. Ratify the appointment of BDO USA, LLP as independent registered public accounting firm for the year ending December 31, 2016.

 

3. Give an advisory vote to approve the overall executive compensation policies and procedures of the Company as described in the Proxy Statement.

 

4. Approve the renewal of the term of the company’s equity incentive plan for a period of three years, that is, through June 8, 2019.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

 

 

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