Form 8-K - Current report

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): December 10, 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 December 10, 2024, Debra Edwards submitted a written resignation from the board of directors of American Vanguard Corporation (“Registrant” or the “Company”), noting that such resignation was due to her retirement and did not relate to any disagreement with the Company’s operations, policies or practices. Ms. Edwards had served on the Board since 2011 and at the time of her retirement was also a member of both the Risk Committee and the Finance Committee.

On December 11, 2024, the Board appointed Carmen Tiu, age 62, to fill the vacancy left by Ms. Edwards and to serve on the Board until the 2025 Annual Meeting of Shareholders. Ms. Tiu was selected pursuant to an informal search conducted by various members of the Board. Ms. Tiu was appointed to both the Risk Committee and the Finance Committee of the Board. Further, since the beginning of Registrant’s last fiscal year, Ms. Tiu was not, nor was to be, a participant in any transaction or currently proposed transaction, in which the amount involved exceeded $120,000 and in which any related person had or will have a direct or indirect material interest. Ms. Tiu’s compensation for service on the Board and committees will be as per the standard provisions of the Company’s compensation plan for non-management directors.

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 December 12, 2024, the Company issued a press release in which it announced the retirement of Debra Edwards from the Board and the appointment of Carmen Tiu to the Board to fill that vacancy. 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 December 12, 2024, of Registrant regarding the retirement of Debra Edwards from, and the appointment of Carmen Tiu to, the Board.

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.


	AMERICAN VANGUARD CORPORATION

Date: December 13, 2024

	By:	/s/ Timothy J. Donnelly
		Timothy J. Donnelly
		Chief Information Officer, General Counsel & Secretary

Exhibit 99.1


		FOR IMMEDIATE RELEASE

American Vanguard Announces Changes to Its Board

Debra Edwards Retires; Carmen Tiu Joins with Extensive Risk and Regulatory Expertise

Release Date: 12-12-2024

NEWPORT BEACH, California – American Vanguard^® Corporation (AVD), a leading manufacturer and marketer of innovative solutions for the agriculture industry in the areas of crop protection and nutrition, turf and ornamental management, and commercial pest control (the “Company”), announced that Debra Edwards is retiring from the board of directors and has therefore resigned. Ms. Edwards has been on the Board since 2011, having served as Chair of the Compensation Committee, as well as on the Risk and Finance Committees. Ms. Edwards commented, “I have enjoyed my time on the Board of American Vanguard and I’ve learned so much. I believe this is an exciting time for the Company and I look forward to monitoring its progress under newly appointed CEO, Dak Kaye.”

Scott D. Baskin, Lead Director of the Board, stated, “We thank Debra for her distinguished service on our board over the past 13 years. Her knowledge of regulatory matters was invaluable, and we’re grateful to have had someone of her caliber serving on our Compensation, Finance and Risk Committees. We will miss Debra – the person – as well as the knowledge and counsel she provided.”

To fill the vacancy left by Ms. Edwards’ retirement, the Board appointed Carmen Tiu, effective December 11, 2024. Ms. Tiu will serve on the Risk and Finance Committees. She has extensive experience in the agriculture industry, having joined Dow AgroSciences in 1987 and served at its successor company Corteva AgroSciences in roles of increasing responsibility until earlier this year, primarily in regulatory strategy, food standards, risk, and government affairs.

Mr. Baskin continued, “We are excited to have Carmen join our board. Her deep technical knowledge, evidenced by 30+ scientific publications, 70+ scientific reports and hundreds of regulatory submissions, will bring further knowledge to Board discussions. Also, given her business background, we expect her to bring valuable expertise in the area of strategic business initiatives, such as transformation. We look forward to working with Carmen to help American Vanguard grow to new heights.”

About American Vanguard Corporation

American Vanguard Corporation (AVD) is a diversified specialty and agriculture products company that develops and markets products for crop protection and management, turf and ornamentals management, and public and animal health. Over the past 20 years, through product and business acquisitions, the Company has expanded its operations into 21 countries and now has more than 1,000 product registrations in 56 nations, worldwide. To learn more about the Company, please reference www.american-vanguard.com.

The Company, from time to time, 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 and are 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 from time-to-time 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.


Company Contact		Investor Representative
American Vanguard Corporation		Alpha IR Group
Anthony Young, Director of Investor Relations		Robert Winters
anthonyy@amvac.com		Robert.winters@alpha-ir.com
(949) 221-6119		(929) 266-6315

Document and Entity Information	Dec. 10, 2024
Cover [Abstract]
Entity Registrant Name	AMERICAN VANGUARD CORP
Amendment Flag	false
Entity Central Index Key	0000005981
Document Type	8-K
Document Period End Date	Dec. 10, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-13795
Entity Tax Identification Number	95-2588080
Entity Address, Address Line One	4695 MacArthur Court
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	(949)
Local Phone Number	260-1200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $.10 par value
Trading Symbol	AVD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false