AMERICAN VANGUARD CORP — Proxy Solicitation & Information Statement 1997

May 16, 1997

1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box:

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] Fee not required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ 2 AMERICAN VANGUARD CORPORATION 4695 MACARTHUR COURT, SUITE 1250 NEWPORT BEACH, CALIFORNIA 92660 May 19, 1997 Dear Shareholder: You are cordially invited to attend the Company's Annual Meeting of Shareholders. As shown in the enclosed formal notice, the meeting will be held at the Sutton Place Hotel, 4500 MacArthur Boulevard, Newport Beach, California, on June 19, 1997 at 1:00 p.m. In addition to action on the matters described in the Proxy Statement, we will discuss at the meeting events of the last year and our objectives for the current year. There will also be an opportunity to ask questions of your management and directors about the business of the Company. The formal notice of the meeting, the Proxy Statement, and the Company's Annual Report follow. We trust that after reading them, you will sign and mail the enclosed proxy so that your shares will be represented at the meeting. A prepaid return envelope is provided for this purpose. We are grateful for your continuing interest in the Company and look forward to seeing you at the meeting. Sincerely, AMERICAN VANGUARD CORPORATION /s/ ERIC G. WINTEMUTE ------------------------------------- Eric G. Wintemute President and Chief Executive Officer 3 AMERICAN VANGUARD CORPORATION 4695 MacArthur Court, Suite 1250 Newport Beach, CA 92660 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held June 19, 1997 To the Shareholders of American Vanguard Corporation: The Annual Meeting of the Shareholders (the "Annual Meeting") of American Vanguard Corporation, a Delaware corporation, will be held at the Sutton Place Hotel, 4500 MacArthur Boulevard, Newport Beach, California, on Thursday, June 19, 1997, at 1:00 p.m., for the following purposes: 1. To elect seven directors for the ensuing year; and 2. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on May 16, 1997, are entitled to notice of and to vote at the Annual Meeting and any adjournments thereof. A copy of the Company's Annual Report, including financial statements for the year ended December 31, 1996, is enclosed with this Notice. All shareholders who find it convenient to do so are cordially invited to attend the meeting in person. Whether or not you expect to attend the Annual Meeting, you are urged to sign, date, and return the enclosed proxy in the enclosed postage paid return envelope. All shares represented by the enclosed proxy, if the proxy is properly executed and returned, will be voted as you direct. If you attend the Annual Meeting and inform the Secretary of the Company that you wish to vote your shares in person, your proxy will be revoked. By Order of the Board of Directors /s/ JAMES A. BARRY --------------------------------------- James A. Barry Vice President, Chief Financial Officer, Treasurer and Asst. Secretary Newport Beach, California May 19, 1997 IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. PLEASE COMPLETE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE. 4 - -------------------------------------------------------------------------------- AMERICAN VANGUARD CORPORATION 4695 MACARTHUR COURT NEWPORT BEACH, CALIFORNIA 92660 _______ PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 19, 1997 PROXY SOLICITATION BY THE BOARD OF DIRECTORS This statement is furnished in connection with the Annual Meeting of Shareholders to be held at the Sutton Place Hotel, 4500 MacArthur Boulevard, Newport Beach, California, at 1:00 p.m on June 19, 1997. Shareholders of record at the close of business on May 16, 1997 will be entitled to vote at the meeting. Proxies are being solicited by the Board of Directors of the Company. The Company will bear all costs of the solicitation. The Company does not intend to solicit proxies other than by use of the mail, but certain officers and other employees of the Company or its subsidiaries, without additional compensation, may use their personal efforts, by telephone, telecommunication, or other similar means to obtain proxies. If the proxy is executed and returned, the shares represented by the proxy will be voted as specified therein. If a proxy is signed and returned without specifying choices, the shares will be voted "FOR" the election of each nominee for director as set forth in the Notice of Annual Meeting and in the proxies' discretion as to other matters that may properly come before the Annual Meeting. Any shareholder who executes and returns a proxy has the power to revoke such proxy at any time before it is voted by mailing a signed instrument revoking the proxy to the Secretary, American Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, California 92660. A stockholder may attend the meeting in person, withdraw the proxy and vote in person. Attendance at the Annual Meeting will not, in and of itself, constitute revocation of a proxy. This Proxy Statement is being mailed to shareholders on or about May 19, 1997. The Board of Directors has fixed the close of business on May 16, 1997, as the record date for the purpose of determining the shareholders entitled to notice of and to vote at the Annual Meeting. The Company has only two authorized classes of shares, Preferred and Common Stock, each with a par value of $0.10 per share. There are 400,000 shares of Preferred Stock authorized, none of which have been issued. There are 10,000,000 shares of Common Stock authorized, and, as of May 16, 1997, - -------------------------------------------------------------------------------- 1 5 - -------------------------------------------------------------------------------- 2,507,829 are outstanding. Each shareholder will be entitled to one vote, in person or by proxy, for each share standing in their name on the Company's books as of the record date. Each holder of Common Stock may cumulate their votes for directors giving one candidate a number of votes equal to the product of the number of directors to be elected times the number of shares of Common Stock held by such holder, or they may distribute their votes on the same principle among as many candidates as they shall see fit. For a holder of Common Stock to exercise their cumulative voting rights, they must give notice at the Annual Meeting, prior to the commencement of voting, of their intention to cumulate their votes. If any holder of Common Stock gives such notice, then every holder of Common Stock entitled to vote may cumulate their votes for candidates in nomination. The seven directors to be elected by the holders of Common Stock shall be the seven candidates receiving the highest number of votes cast by holders of Common Stock. Discretionary authority to cumulate votes is hereby solicited by the Board and return of the Proxy shall grant such authority. Shares represented by proxies which are marked "withhold authority" or to deny discretionary authority on any matter will be counted as shares present for purposes of determining the presence of a quorum; such shares will also be treated as shares present and entitled to vote, which will have the same effect as a vote against any such matter. Proxies relating to "street name" shares which are not voted by brokers on one or more matters will not be treated as shares present for purposes of determining the presence of a quorum unless they are voted by the broker on at least one matter. Such non-voted shares will not be treated as shares represented at the meeting as to any matter for which non- vote is indicated on the broker's proxy. ELECTION OF DIRECTORS The Board of Directors of the Company is elected annually. The Certificate of Incorporation and Bylaws of the Company currently provide that the number of directors of the Company shall not be more than nine nor less than five. The Board has determined by resolution, that it shall consist of seven members. Seven directors are to be elected at the Annual Meeting and will hold office from the time of the election until the next Annual Meeting and until their respective successors are duly elected and qualified, or until their earlier resignation or removal. In the event that any nominee is unable or unwilling to serve as a director for any reason not presently known or contemplated, the proxy holders will have discretionary authority in that instance to vote the proxies for a substitute(s). The following sets forth the names and certain information with respect to the persons nominated for election as directors, all of whom have had the same principal occupation for more than the past five years, except as otherwise noted. All such nominees have consented to serve, and all nominees are now directors, and were elected by the shareholders at the 1996 Annual Meeting of Shareholders. - -------------------------------------------------------------------------------- 2 6 - -------------------------------------------------------------------------------- THE AMERICAN VANGUARD BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED BELOW. DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS A brief biography of each director, nominee and executive officer is presented below. HERBERT A. KRAFT has served as Co-Chairman of the Board since July 1994. Mr. Kraft served as Chairman of the Board and Chief Executive Officer from 1969 to July 1994. Age 73. GLENN A. WINTEMUTE has served as Co-Chairman of the Board since July 1994. Mr. Wintemute served as President of the Company and all operating subsidiaries from 1984 to July 1994 and was elected a director in 1971. He served as President of Amvac Chemical Corporation ("AMVAC") from 1963 to July 1994. Age 72. ERIC G. WINTEMUTE has served as a director since June 1994. Mr. Wintemute has also served as President and Chief Executive Officer since July 1994. He was appointed Executive Vice President and Chief Operating Officer of the Company in January 1994, upon the Company's acquisition of GemChem, Inc. ("GEMCHEM"). He co-founded GEMCHEM, a national chemical distributor, in 1991 and served as its President. Mr. Wintemute was previously employed by AMVAC from 1977 to 1982. From 1982 to 1991, Mr. Wintemute worked with R. W. Greeff & Co., Inc., a former distributor of certain of AMVAC's products. During his tenure with R. W. Greeff & Co., Inc., he served as Vice President and Director. He is the son of the Company's Co-Chairman, Glenn A. Wintemute. Age 41. JAMES A. BARRY has served as a director since 1994. Mr. Barry was appointed Treasurer in July 1994. He has served as Chief Financial Officer of the Company and all operating subsidiaries since 1987, and as Vice President and Assistant Secretary since 1990. From 1990 to July 1994, he also served as Assistant Treasurer. Age 46. GLENN E. MALLORY has served as a director of the Company since 1971 and its Secretary since 1976. Mr. Mallory was appointed Vice President of the Company in July 1994. He served as Treasurer from 1976 to July 1994. He also served as Vice President of AMVAC from 1970 to September 1993. Age 87. DR. ALLAN SASS was elected a director of the Company in June 1996. Dr. Sass is Chairman and Chief Executive Officer of Environmental Engineering Concept, Inc. He has also served as Vice President of Technology of Wheelabrator Technologies (an environmental issues firm) from 1994 through April 1996, and as Vice President of New Business Development of Wheelabrator Technologies from 1992 to 1994. He was the Chief Executive Officer and Chairman of Westates Carbon Company, Inc. from 1985 to 1992. Westates Carbon Company, Inc. was acquired by Wheelabrator Technologies in 1992. From 1968 to 1985, Dr. Sass was with Occidental Petroleum Corporation serving as President and Chief Executive Officer of Occidental Oil Shale, reporting directly to Dr. Armand Hammer. Age 58. - -------------------------------------------------------------------------------- 3 7 - -------------------------------------------------------------------------------- JESSE E. STEPHENSON has served as director of the Company since 1977 (except for a 10-month period following March 1992). He was the General Manager of Calhart Corporation, then a wholly-owned subsidiary of the Company, from 1968 to 1978. Mr. Stephenson is retired and is a private investor. Age 73. MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors maintains standing Audit, Compensation and Executive Committees. The names of the committees, their current membership, and a brief statement of their principal responsibilities are presented below. Audit Committee - The Audit Committee's function is to meet periodically with management and the independent auditors to make inquiries regarding the manner in which the responsibilities of each are being discharged and to report thereon to the Board of Directors. The current Audit Committee members are Messrs. Allan Sass and Jesse E. Stephenson. Compensation Committee - The Compensation Committee is composed of Messrs. Herbert A. Kraft, Jesse E. Stephenson and James A. Barry. The Compensation Committee is responsible for setting and implementing annual and long-term executive compensation policies. Executive Committee - Members of the Executive Committee are Herbert A. Kraft, Glenn A. Wintemute, Eric G. Wintemute and James A. Barry. The Executive Committee acts in place of the Board of Directors between Board meetings. It is empowered to act on behalf of the Board of Directors when the Board is not in session, except as such authority is limited by Delaware Corporation Law or the Bylaws. Meetings and Attendance - During 1996, the Executive Committee met more than six times, while the Audit Committee and Compensation Committee each met twice. The Board of Directors met five times, with all directors/members being present at each Board and committee meeting. During 1996, non-employee directors received $2,000 for each regular or special Board meeting attended and a fee of $1,000 for each Committee meeting attended. Effective with the election of directors at the Annual Meeting of Shareholders in June 1996, each board member (Messrs. G. E. Mallory, A. Sass and J. E. Stephenson -- non-employee directors), other than an employee or contracted consultant, received an option to purchase up to 2,500 shares of the Company's Common Stock at an exercise price of $10.75. Additionally, should any member of the board granted 2,500 shares, as a result of their June 1996 election, be re-elected to a succeeding term, an additional option for 1,000 shares will be granted on the date of the board member's re-election. The exercise price per share shall be the closing price as of the close of business on the day immediately preceding the date the board member is re-elected. The options may be exercised in whole or in part from time to time, within five years from the date of the grant, provided that such option shall lapse and cease to be exercisable as a result of the resignation of or failure to be re-elected, in which event such period shall - -------------------------------------------------------------------------------- 4 8 - -------------------------------------------------------------------------------- not exceed twelve months after the date of resignation or election; or such option shall lapse and cease to be exercisable immediately as a result of death or death shall have occurred following the resignation of or failure to be re-elected and while the option was still exercisable. There were no stock options exercised during the year ended December 31, 1996. - -------------------------------------------------------------------------------- 5 9 - -------------------------------------------------------------------------------- BENEFICIAL OWNERSHIP The following table sets forth certain information, as of May 16, 1997, with respect to the Common Stock owned by (i) each director or nominee of the Company and the Named Executive Officers (as defined herein under the heading "Executive Compensation and Other Information"), (ii) all directors and executive officers of the Company as a group and (iii) each party known to the Company to beneficially own more than 5% of the Company's issued and outstanding Common Stock.

__________ a Record and Beneficial. b This figure includes 22,220 shares of Common Stock owned by Mr. G. A. Wintemute's minor children for which Mr. Wintemute is a trustee and disclaims beneficial ownership. c Mr. Kraft owns all of his shares with his spouse in a family trust, except as to 1,430 shares held in an Individual Retirement Account. d The Company has relied on information reported on a Statement on Schedule 13D filed by Goldsmith & Harris et al. with the Securities and Exchange Commission as adjusted for the 10% stock dividend issued March 15, 1996. e Mr. Stephenson owns all of his shares in a family trust. This figure includes 2,500 shares of Common Stock Mr. Stephenson is entitled to acquire pursuant to stock options exercisable within sixty days of the filing of this report. f This figure includes 24,750 shares of Common Stock Mr. Wintemute is entitled to acquire pursuant to stock options exercisable within sixty days of the filing of this report. g This figure represents shares of Common Stock Mr. Barry is entitled to acquire pursuant to stock options exercisable within sixty days of the filing of this report. h Under 1% of class. i This figure includes 2,500 shares of Common Stock Dr. Sass is entitled to acquire pursuant to stock options exercisable within sixty days of the filing of this report. j This figure represents shares of Common Stock Mr. Mallory is entitled to acquire pursuant to stock options exercisable within sixty days of the filing of this report. - -------------------------------------------------------------------------------- 6 10 - -------------------------------------------------------------------------------- Section 16(a) of the Securities Exchange Act of 1934, as amended requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC") and the NASDAQ Stock Market. Officers, directors, and greater than ten-percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms received by it during or with respect to the year ended December 31, 1996, and/or the written representations from certain reporting persons, the Company believes all persons subject to these reporting requirements filed the required reports on a timely basis, except that one report on Form 4 was filed late by Mr. Glenn A. Wintemute. EXECUTIVE COMPENSATION AND OTHER INFORMATION The following table sets forth the aggregate cash and other compensation for services rendered for the years ended December 31, 1996, 1995 and 1994 paid or awarded by the Company and its subsidiaries to the Company's Chief Executive Officer and each of the four most highly compensated executive officers of the Company, whose aggregate remuneration exceeded $100,000 (the "Named Executive Officers"). - -------------------------------------------------------------------------------- 7 11 SUMMARY COMPENSATION TABLE --------------------------

_______ (1) No executive officer enjoys perquisites that exceed the lesser of $50,000, or 10% of such officer's salary. (2) Represents options to purchase Common Stock of the Company issued to Eric Wintemute in connection with the acquisition of GemChem, Inc., by the Company during 1994. The options issued to Mr. Wintemute represent approximately 43% of the total options issued by the Company in 1994. The exercise price of the options is $9.09 per share and the options vest one-fourth on January 15, 1995, 1996, 1997 and 1998 and all options expire on April 15, 1998. (3) Represents options to purchase Common Stock of the Company. The options issued to Mr. Barry represent approximately 13% of the total options issued by the Company in 1995. The exercise price of the options is $6.82 per share and the options vest one-third on January 18, 1996, 1997 and 1998 and all options expire on January 18, 2000. (4) These amounts represent the Company's contribution to the Company's Retirement Savings Plan, a qualified plan under Internal Revenue Code Section 401(k). (5) Messrs. Kraft and Wintemute retired from the Company as active employees in July 1994. The Company entered into consulting agreements with Messrs. Kraft and Wintemute in July 1994. In 1996 the consulting agreements were extended for an additional year and now expire in July 2000. (6) Amounts represent payments received by each individual under his consulting agreement. (7) Amounts include $127,164 paid to each individual under his consulting agreement and the Company's contribution of $4,693 on behalf of each individual as a retirement savings plan contribution. - -------------------------------------------------------------------------------- 8 12 - -------------------------------------------------------------------------------- Employment Agreements Eric G. Wintemute has entered into an employment agreement with the Company effective as of January 15, 1994 for a four year term expiring on January 15, 1998. Under the agreement, Mr. Wintemute serves as President and Chief Executive Officer of the Company and its subsidiaries. Mr. Wintemute is compensated in accordance with the compensation provisions of his contract, with such annual increases as may be determined by the Compensation Committee, in its sole discretion, except that Mr. Wintemute's annual salary will be increased by not less than an amount equal to the cost of living index during each year of the agreement. The agreement also granted Mr. Wintemute options to purchase 33,000 shares of Common Stock at an exercise price of $9.09 per share (as adjusted). Such options are exercisable at the rate of 8,250 shares per year on each January 15 commencing with 1995 and ending in 1998, with all options expiring on April 15, 1998, or earlier in certain circumstances upon termination of his employment. The agreement also provides Mr. Wintemute with certain additional benefits which are standard for executives in the industry. The agreement is terminable by Mr. Wintemute upon thirty days written notice to the Company, and is terminable by the Company, provided that if the agreement is terminated by the Company due to death or disability, the Company will continue to pay Mr. Wintemute his annual salary for a period of one year from the date of such termination. If the agreement is terminated by the Company without "cause," Mr. Wintemute will continue to receive his annual salary for the remaining term of the agreement. In connection with their retirement from the Company as active employees in July 1994, Messrs. Herbert A. Kraft and Glenn A. Wintemute entered into written consulting agreements with the Company effective July 14, 1994. Pursuant to the original consulting agreements, Messrs. Kraft and Wintemute are to perform management and financial consulting services for the Company as assigned by the Board of Directors or the Chief Executive Officer for a term originally scheduled to end on July 14, 1999. By consent of the Company's Board of Directors in April 1996, Messrs. Kraft's and Wintemute's contracts were extended one year. The agreements will now expire on July 14, 2000. The agreements provide that neither Messrs. Kraft or Wintemute will be required to expend more than 400 hours in any twelve month period or forty hours in any one month period. Under the agreement, Messrs. Kraft and Wintemute each received $287,500 for the year ended July 14, 1995 and $243,750 for the year ended July 14, 1996. They will also, under the agreements, each receive $200,000 for the year ending July 14, 1997, $156,250 for the year ending July 14, 1998, $112,500 for the year ending July 14, 1999 and $100,000 for the year ending July 14, 2000. In the event of death or disability prior to July 14, 2000, such payments will continue to be paid to the individual or his estate, as applicable. The agreements also provide for continuation of medical and dental insurance benefits until the expiration of the term of the agreements. - -------------------------------------------------------------------------------- 9 13 - -------------------------------------------------------------------------------- Stock Option Grants No stock options were granted to the Named Executive Officers during the year ended December 31, 1996. Stock Option Exercises There were no stock options exercised by the Named Executive Officers during the year ended December 31, 1996. Compensation Interlocks and Insider Participation The Compensation Committee of the Board consists of Messrs. Herbert A. Kraft, Jesse E. Stephenson and James A. Barry. Mr. Kraft, in addition to being a director, is the Co-Chairman. Mr. Barry, in addition to being a director, serves as Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of the Company. Mr. Stephenson, in addition to being a director, was formerly General Manager of Calhart Corporation, then a wholly-owned subsidiary of the Company, from 1968 to 1978. REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION The Compensation Committee of the Board consists of Messrs. Herbert A. Kraft, Jesse E. Stephenson and James A. Barry. The Compensation Committee sets and administers the policies which govern annual and long-term executive compensation. The Committee is responsible for the design and implementation of salary and incentive programs for executive officers and other key officers/employees/personnel which are consistent with American Vanguard's overall compensation philosophy. Key elements of that philosophy include: o Assuring that total compensation levels are competitive with those at peer companies and are commensurate with relative shareholder returns and the Company's financial performance. o Focusing executives on the financial objectives that support total shareholder returns. o Emphasizing long-term financial performance and sustained market value creation vs. short-term gains. The compensation of Mr. Eric Wintemute, the Company's Chief Executive Officer, was based on the terms of his written employment agreement with the Company entered into in January 1994. In considering and approving the employment agreement and the cash compensation to be paid thereunder, the Board considered the level of responsibility and accountability of the Chief Executive Officer and competitive salaries paid by peer companies, but did not specifically consider the relationship of Company performance to such compensation. In granting future salary increases in excess of the - -------------------------------------------------------------------------------- 10 14 - -------------------------------------------------------------------------------- minimum cost of living increases required by the agreement, the Compensation Committee will consider Company performance, as well as the additional factors set forth above. See "Employment Agreements" elsewhere in this Proxy Statement for a description of Mr. Wintemute's employment agreement. Since July 1994, the compensation of Mr. Glenn Wintemute and Mr. Herbert Kraft, has been based on the terms of their written consulting agreements with the Company, and such compensation is not related to future Company performance. See "Employment Agreements" elsewhere in this Proxy Statement for a description of such consulting agreements. With respect to the other executive officers, the compensation program presently in effect deals with short-term cash compensation which attempts to pay such officers competitively. With respect to long-term incentive compensation, upon the Committee's recommendation, the Board adopted, and the shareholders approved in 1995, the Company's 1994 Stock Incentive Plan (the "Plan") which is designed to link such officers' and other key employees' long-term financial interests to those of the shareholders. The Committee expects to consider future various cash incentive compensation programs specifically tied to Company performance for the employees as a potential method of rewarding the achievement of specific Company performance based goals. It has not been finally determined if or when such other incentive programs will be put in place. The foregoing report has been furnished by the Board of Directors, Messrs. J. A. Barry, H. A. Kraft, G. E. Mallory, A. Sass, J. E. Stephenson, E. G. Wintemute and G. A. Wintemute. - -------------------------------------------------------------------------------- 11 15 STOCK PERFORMANCE GRAPH ----------------------- The following graph presents a comparison of the cumulative, five-year total return for the Company, the S&P 500 Stock Index, and a peer group selected by Value Line (Chemical--Specialty Industry). The graph assumes that the beginning values of the investments in the Company, the S&P 500 Stock Index, and the peer group of companies each was $100. All calculations assume reinvestment of dividends. COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN* AMERICAN VANGUARD CORPORATION, STANDARD & POORS 500 AND VALUE LINE CHEMICALS: SPECIALTY INDEX (Performance Results Through 12/31/96)

Assumes $100 invested at the close of trading 12/91 in American Vanguard Corporation common stock, Standard & Poors 500, and Chemicals: Specialty. *Cumulative total return assumes reinvestment of dividends. - -------------------------------------------------------------------------------- 12 16 - -------------------------------------------------------------------------------- INDEPENDENT AUDITORS The firm of BDO Seidman, LLP ("BDO") were the auditors for the year ended December 31, 1996. BDO has no direct or indirect material financial interest in the Company. A representative of BDO is expected to be present at the Annual Meeting and will be given the opportunity to make a statement if he/she so desires. The BDO representative will also be available to respond to appropriate questions raised by those in attendance at the Annual Meeting. PROPOSALS FOR SUBMISSION AT NEXT ANNUAL MEETING If any shareholder desires to submit a proposal to fellow shareholders at the Company's Annual Meeting next year, such proposals must be received by the Company at its executive offices no later than January 19, 1998 to be eligible for inclusion in the Company's Proxy Statement and proxy relating to that meeting. ANNUAL REPORT ON FORM 10-K Upon request, the Company will provide without charge to any beneficial owner of its Common Stock, a copy of its Annual Report on Form 10-K, excluding exhibits but including financial schedules (if applicable), filed with the Securities and Exchange Commission with respect to the year ended December 31, 1996. Requests are to be made to the attention of the Chief Financial Officer, American Vanguard Corporation, 4695 MacArthur Court, Suite 1250, Newport Beach, California 92660. OTHER MATTERS The Company's Annual Report for the year ended December 31, 1996, accompanies this Proxy Statement. The Board of Directors does not know of any matter to be acted upon at the Annual Meeting other than the matters described herein. If any other matter properly comes before the Annual Meeting, the holders of the proxies will vote thereon in accordance with their best judgment. By Order of the Board of Directors /s/ JAMES A. BARRY ---------------------------------------- James A. Barry Vice President, Chief Financial Officer Treasurer and Asst. Secretary Dated: May 19, 1997 - -------------------------------------------------------------------------------- 13 17 AMERICAN VANGUARD CORPORATION PROXY FOR ANNUAL MEETING OF SHAREHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The Undersigned hereby appoints ERIC G. WINTEMUTE and JAMES A. BARRY as Proxies, each with the power to appoint his substitute, and authorizes them to represent and to vote as designated below, all the shares of common stock of American Vanguard Corporation held of record by the Undersigned on May 16, 1997, at the Annual Meeting of Shareholders, to be held at the Sutton Place Hotel, 4500 MacArthur Boulevard, Newport Beach California, on June 19, 1997, or at any adjournment thereof. This Proxy, when properly executed, will be voted in the manner directed herein by the Undersigned shareholder. If no direction is made, this Proxy will be voted FOR all nominees. 1. ELECTION OF DIRECTORS [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all nominees listed below [ ] WITHHOLD AUTHORITY to vote for the nominees indicted below (INSTRUCTION: To withhold authority to vote for an individual nominee mark the box next to the nominee's name below.)

1. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. --------------------------------------------- PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY PROMPTLY IN THE POSTPAID ENVELOPE PROVIDED --------------------------------------------- Please sign exactly as Dated:___, 1997 name appears below --------------------------------- Signature [Address label here] --------------------------------- Signature If Held Jointly When shares are held by joint tenants, both must sign. When signing as attorney, executor, administrator, trustee, or guardian, please give your full title as such. If a corporation, please sign in full corporate name by the President or other authorized officer. If a Partnership, please sign in the partnership name by an authorized person.