AMERICAN VANGUARD CORP

Regulatory Filings • Mar 10, 2020

8-K 1 d898222d8k.htm 8-K 8-K

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): March 5, 2020

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 2.02 Results of Operations and Financial Condition

On March 9, 2020, American Vanguard Corporation (“Registrant”) issued a press release announcing its financial results for the three months and full year ended December 31, 2019. The full text of the press release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including the Exhibits linked hereto, is being furnished under Items 2.02, 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 8.01 Other Events

Dividend Declaration . On March 9, 2020, Registrant issued a press release announcing that its Board of Directors had, on March 5, 2020, declared a cash dividend in the amount of $0.02 per share of common stock for holders of record as of March 26, 2020 for distribution on April 16, 2020. The full text of the press release is linked hereto as Exhibit 99.2 and is incorporated herein by reference.

2020 Annual Meeting Date . Further, on March 5, 2020, Registrant’s Board of Directors set the date of Registrant’s 2020 Annual Meeting of Stockholders to take place at 11:00 a.m. Pacific on June 3, 2020 with a record date of April 9, 2020. The annual meeting will be a virtual meeting, and the business of the meeting will be described in Registrant’s proxy statement which is to be distributed in the latter half of April, 2020.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1	Press release dated March 9, 2020 of Registrant regarding financial results for the three months and full year ended December 31, 2019.
Exhibit 99.2	Press release dated March 9, 2020 of Registrant regarding a cash dividend.

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.

Date: March 10, 2020
By:	/s/ Timothy J. Donnelly
	Timothy J. Donnelly
	Chief Administrative Officer, General Counsel & Secretary