Form 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): June 7, 2012

 

 

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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

At the 2012 Annual Meeting of Stockholders of American Vanguard Corporation held on June 7, 2012, three matters were voted upon by shareholders, namely, (i) the election of eight (8) directors until their successors are elected and qualified, (ii) ratification of BDO USA, LLP as independent auditors for the year ending December 31, 2012, and (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the proxy.

With respect to the first proposal in the proxy, the following eight nominees received the highest number of “FOR” votes and, as a result, were elected to serve as directors for the ensuing year:

 

Nominee

   Votes For      Votes Withheld  

Lawrence S. Clark

     22,569,228         400,377   

Debra F. Edwards

     22,776,691         192,914   

Alfred F. Ingulli

     22,952,635         16,970   

John L. Killmer

     22,953,959         15,646   

Carl R. Soderlind

     22,531,969         437,636   

Irving J. Thau

     22,952,316         17,289   

Eric G. Wintemute

     22,937,710         31,895   

Esmail Zirakparvar

     22,949,531         20,074   

With respect to all director nominees, broker non-votes equaled 2,671,863.

With respect to Proposals Two (appointment of BDO) and Three (approval of executive compensation), both 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      Votes Against      Votes Abstain      Broker Non-Vote  

Two

     25,081,479         552,182         7,806         0   

Three

     22,512,751         431,788         24,966         2,671,863   

The information contained in this Current Report on Form 8-K is being furnished under Item 5.07 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.


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: June 12, 2012  
  By:  

/s/ Timothy J. Donnelly

    Timothy J. Donnelly
   

Chief Administrative Officer, General Counsel

& Secretary