AMERICAN VANGUARD CORP

Regulatory Filings • Aug 23, 2024

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): August 21, 2024

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 21, 2024, the board of directors of American Vanguard Corporation (“Registrant” or the “Company”) approved a compensation plan for the four persons (David Johnson (CFO), Timothy Donnelly (CIO and Acting CEO), Shirin Khosravi (CHRO) and Mark Bassett (director on special assignment)) who are currently managing the office of the chief executive officer (“OCEO”) during the pendency of a search for a new CEO. In light of the fact that such persons are currently performing the duties of the recently departed CEO, COO and CTO in addition to their other duties, each shall receive a payment in the amount of $125K on each of September 30, 2024, and December 31, 2024. In addition, Mr. Bassett shall be compensated as a contractor as per the terms of the Company’s standard contractor agreement for a term of six months commencing July 1, 2024, and will receive a flat monthly fee of $29,200 which approximates the average base wage of the other three members of the OCEO.

The information furnished under Item 5.02, Item 8.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, except as shall be set forth by specific reference in such filing.

Item 8.01 Other Events

On August 21, 2024, the Company issued a press release in which it announced its voluntary withdrawal of registrations of its Dacthal herbicide products. The full text of the press release is linked hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1	Press release dated August 21, 2024, of Registrant regarding its voluntary withdrawal of Dacthal registrations.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 23, 2024
By:	/s/ Timothy J. Donnelly
	Timothy J. Donnelly
	Acting Chief Executive Officer, Chief Information Officer, General Counsel & Secretary