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): July 15, 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

Departure of Chief Executive Officer

Effective as of July 12, 2024, Eric Wintemute concluded his role as Chief Executive Officer of American Vanguard Corporation (the “Company”). The terms of Mr. Wintemute’s departure are set forth in the previously reported Transition Agreement, dated July 3, 2024, by and between the Company and Mr. Wintemute (the “Transition Agreement”). Mr. Wintemute will continue to serve as Chairman of the Company’s Board of Directors (the “Board”) until the 2025 Annual Meeting of Stockholders and, post-departure, will serve as a consultant on a part-time basis, as needed.

The material terms of the Transition Agreement are summarized in the Company’s Current Report on Form 8-K filed on July 9, 2024 (the “Prior Form 8-K), a copy of which is filed as Exhibit 99.2 to the Prior Form 8-K and is incorporated by reference herein.

Establishment of Office of Chief Executive Officer

The Company is undertaking a search for a new Chief Executive Officer. In the interim, the Company has established an Office of the Chief Executive Officer (“OCEO”). The OCEO will be comprised of Mr. David Johnson, the Company’s Chief Financial Officer, Ms. Shirin Khosravi, the Company’s Senior Vice President of Human Resources, Mr. Timothy Donnelly, the Company’s Chief Information Officer, General Counsel and Secretary, and Dr. Mark Bassett, a member of the Board. Mr. Donnelly has also been designated as, and assumed the duties of, the Company’s Acting Chief Executive Officer and acting principal executive officer as of July 12, 2024.

Mr. Johnson, 67, has served as Vice President, Chief Financial Officer, and Treasurer of the Company since March, 2008.

Ms. Khosravi, 56, has served as Senior Vice President of Human Resources since October 2023.

Mr. Donnelly, 64, has served in various capacities and most recently as Chief Information Officer, General Counsel and Secretary of the Company since October 2005.

Dr. Bassett, 63, was elected to the Board in June 2022.

None of Mr. Johnson, Ms. Khosravi, Mr. Donnelly or Dr. Bassett has any family relationships with any director or executive officer of the Company. Additionally, none of Mr. Johnson, Ms. Khosravi, Mr. Donnelly or Dr. Bassett has engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K, other than as previously disclosed.

Item 8.01

Other Events

On July 15, 2024, American Vanguard Corporation issued a press release announcing the departure of its CEO effective July 12, 2024. The complete text of that release is linked hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit 99.1		Press release dated July 15, 2024, of Registrant announcing CEO’s departure.

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: July 17, 2024

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

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

AMERICAN VANGUARD ANNOUNCES CEO’S DEPARTURE

AND THE ESTABLISHMENT OF EXECUTIVE OFFICE TO DRIVE CHANGE

Newport Beach, CA – July 15, 2024 – American Vanguard Corporation (NYSE: AVD) today reported that its Chairman and Chief Executive Officer, Eric G. Wintemute, concluded his position as CEO, effective July 12, 2024. The terms of his departure are set forth in the Transition Agreement dated July 3, 2024. Going forward, Mr. Wintemute will continue to serve as Chairman of the Board and will provide consulting services to the Company on a part-time basis, if needed.

Speaking for the Company’s Board of Directors, Lead Director, Scott Baskin stated, “In light of our recent performance, it is necessary to move more boldly and urgently to improve financial performance and transform the Company. To that end, we are establishing an Office of CEO (“OCEO”) to be operated by CFO David Johnson (17 years at the Company), SVPHR Shirin Khosravi (25+ years in HR management and design), CIO/General Counsel Timothy Donnelly (19 years at the Company) and board member, Mark Bassett, PhD, who has run multiple large, global businesses at Dow, was the Chairman and CEO at Hemlock Semiconductor and is the architect of our transformation plan.”

Mr. Baskin continued, “The OCEO will have two main areas of focus: first, significantly improving strategy execution by the Company to drive improved earnings and cash flow for the remainder of the year; and second, accelerating the Company wide transformation which will lead to better data systems, a simpler, more customer focused organization, improved market participation strategies, and more efficient operations. These measures will not only support our commitment to supply exceptional products to our customers, but also to provide greater value to our shareholders.”

Mr. Baskin concluded, “The OCEO includes decades-long experience in all areas needed to drive change for the better – cash and working capital management, human capital and organizational design, P&L management and transformation of business and digital platforms. All other functions will report to the OCEO for the duration of our search for a successor CEO, and Mr. Donnelly will serve as Acting CEO for purposes of financial disclosures. The OCEO has been given full authority to expedite measures aimed at increasing profitability with the assistance of our global business consultant Kearney, and will report to the Board on progress, direction and initiatives. We will update investors on these matters in greater detail during our next earnings call in early August.”

About American Vanguard

American Vanguard Corporation is a diversified specialty and agricultural 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 over 1,000 product registrations in 56 nations worldwide. Its strategy rests on three growth initiatives – i) Core Business (through innovation of conventional products), ii) Green Solutions (with over 120 biorational products – including fertilizers, microbials, nutritionals and non-conventional products) and iii) Precision Agriculture innovation (including SIMPAS prescriptive application and Ultimus measure/record/verify technologies). American Vanguard is included on the Russell 2000^® and Russell 3000^® Indexes. To learn more about American Vanguard, please reference the Company’s web site at 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		The Equity Group Inc.
Anthony Young, Director of Investor Relations		www.theequitygroup.com
(949) 260-1200		Lena Cati
anthonyy@amvac.com		Lcati@equityny.com

Document and Entity Information	Jul. 15, 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	Jul. 15, 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