AMERICAN VANGUARD CORPORATION (NYSE:AVD) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 Submission of Matters to a Vote of Security Holders
At the 2017 Annual Meeting of Stockholders of American Vanguard
Corporation held on June6, 2017, five matters were voted upon by
shareholders, namely: (i)the election of eight directors until
their successors are elected and qualified (ii)ratification of
BDO USA, LLP as independent registered public accounting firm for
the year ending December31, 2017, (iii)an advisory vote approving
the overall executive compensation policies and procedures of the
Company as set forth in the 2017 proxy, (iv)the frequency of the
say-on-pay vote (whether every one, two or three years) and
(v)the amendment and restatement of the issuers equity incentive
plan as per Exhibit A to the issuers 2017 proxy statement.
With respect to the first proposal in the proxy, the following
eight nominees received more votes FOR than votes AGAINST, and,
as a result, were elected to serve as directors for the ensuing
year:
|
Nominee |
Votes For | VotesAgainst | VotesAbstain | |||||||||
|
Scott D. Baskin |
22,763,351 | 141,965 | 6,853 | |||||||||
|
Lawrence S. Clark |
21,703,512 | 1,201,804 | 6,853 | |||||||||
|
Debra F. Edwards |
22,747,644 | 158,172 | 6,353 | |||||||||
|
Morton D. Erlich |
21,772,924 | 1,132,392 | 6,853 | |||||||||
|
Alfred F. Ingulli |
22,762,215 | 142,791 | 7,163 | |||||||||
|
John L. Killmer |
22,746,335 | 158,881 | 6,953 | |||||||||
|
Eric G. Wintemute |
22,645,454 | 259,762 | 6,953 | |||||||||
|
Esmail Zirakparvar |
22,127,790 | 777,316 | 7,063 |
With respect to all director nominees, broker non-votes equaled
2,635,494.
With respect to Proposals Two (appointment of BDO), Three
(advisory approval of executive compensation), and Five
(amendment and restatement the equity incentive plan), all
measures received the affirmative vote of a majority of the
shares cast at the meeting; more specifically, the shares were
voted as follows:
|
Proposal |
Votes For | VotesAgainst | VotesAbstain | BrokerNon-Vote | ||||||||||||
|
Two |
25,233,322 | 311,797 | 2,544 | |||||||||||||
|
Three |
21,327,291 | 1,509,338 | 75,540 | 2,635,494 | ||||||||||||
|
Five |
21,397,761 | 1,431,492 | 82,916 | 2,635,494 |
Further, with respect to Proposal Four, frequency of vote on
say-on-pay: 17,583,161 voted for one year; 11,750 voted for two
years; and 5,310,799 voted for three years with 6,549 abstaining.
Item8.01 Other Events
On June6, 2017, American Vanguard Corporation issued a press
release announcing that its principal operating subsidiary, Amvac
Chemical Corporation, had closed the acquisition of certain
assets relating to the abamectin, chlorothalonil and paraquat
product lines from a group of affiliated companies, including
Adama Agricultural Solutions, Ltd. The complete text of that
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
On June8, 2017, American Vanguard Corporation issued a press
release announcing that its board of directors had declared a
cash dividend of $0.015 for shareholders of record as of June30,
2017 with a distribution date of July14, 2017. The complete text
of that release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit99.1 |
Press release dated June6, 2017 of American Vanguard Corporation regarding the closing of the acquisition of certain assets from a group of affiliated companies including Adama Agricultural Solutions, Ltd. |
|
| Exhibit 99.2 |
Press release dated June 8, 2017 of American Vanguard Corporation regarding the declaration of a cash dividend. |
About AMERICAN VANGUARD CORPORATION (NYSE:AVD)
American Vanguard Corporation (AVD) operates as a holding company. The Company conducts its business through its subsidiaries, AMVAC Chemical Corporation (AMVAC), GemChem, Inc. (GemChem), 2110 Davie Corporation (DAVIE), Quimica Amvac de Mexico S.A. de C.V. (AMVAC M), AMVAC Mexico Sociedad de Responsabilidad Limitada (AMVAC M Srl), AMVAC de Costa Rica Sociedad de Responsabilidad Limitada (AMVAC CR Srl), AMVAC Switzerland GmbH (AMVAC S), AMVAC do Brasil Representacoes Ltda (AMVAC B), AMVAC CV (AMVAC CV), AMVAC Netherlands BV (AMVAC BV) and Envance Technologies, LLC (Envance). The Company, through AMVAC, develops and markets products for agricultural, commercial and consumer uses. The Company manufactures and formulates chemicals for crops, turf and ornamental plants, and human and animal health protection. These chemicals, which include insecticides, fungicides, herbicides, molluscicides, growth regulators, and soil fumigants, are marketed in liquid, powder, and granular forms.