Executive bonuses and 2026 vote results at American Vanguard (NYSE: AVD)
Rhea-AI Filing Summary
American Vanguard Corporation reported the results of its 2026 annual stockholder meeting and approved special executive bonuses. Seven director nominees were elected, Deloitte Touche LLP was ratified as independent auditor for the year ending December 31, 2026, and stockholders backed annual advisory votes on pay and approved the company’s executive compensation program. The board also granted success bonuses tied to a full restructuring of the company’s borrowed debt: $150,000 to Douglas Kaye, $125,000 each to David Johnson and Timothy Donnelly, and $50,000 to Shirin Khosravi.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
success bonus financial
broker non-votes financial
advisory vote financial
independent registered public accounting firm financial
forward-looking statements financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
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(s) |
Name of each exchange on which registered | ||
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 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 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
By resolution adopted by the board of directors of American Vanguard Corporation (the “Company” or “Registrant”) held on June 4, 2026, the following named executive officers of the Company received the following success bonus arising from their effort in having restructured the Company’s borrowed debt in its totality: Douglas Kaye - $150K; David Johnson - $125K; Timothy Donnelly - $125K; and Shirin Khosravi - $50K.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2026 Annual Meeting of Stockholders of the Company held on June 3, 2026, four matters were voted upon by stockholders, namely: (i) the election of seven directors until their successors are elected and qualified, (ii) the ratification of Deloitte Touche, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, (iii) an advisory vote on the frequency of voting on the overall executive compensation policies and procedures of the Company; and (iv) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2026 proxy statement.
With respect to the first proposal in the proxy, the following seven nominees received more votes “for” than “against” and, as a result, were elected to serve as directors for the ensuing year:
| Nominee |
Votes For |
Votes Against |
Withheld |
Broker Non-votes | ||||
| Marisol Angelini |
15,137,474 | 686,167 | 236,355 | 5,335,877 | ||||
| Mark Bassett |
14,968,710 | 705,792 | 385,494 | 5,335,877 | ||||
| Patrick Gottschalk |
15,064,049 | 609,138 | 386,809 | 5,335,877 | ||||
| Douglas Kaye |
15,544,705 | 282,017 | 233,274 | 5,335,877 | ||||
| Steven Macicek |
14,939,056 | 730,081 | 390,859 | 5,335,877 | ||||
| Rubin McDougal |
15,170,429 | 353,448 | 536,119 | 5,335,877 | ||||
| Keith Rosenbloom |
14,777,586 | 895,685 | 386,825 | 5,335,877 |
With respect to Proposals Two (appointment of Deloitte), Three (frequency of advisory vote on executive compensation) and Four (advisory approval of executive compensation), 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 |
Votes Against |
Withheld |
Broker Non-votes | ||||
| 2 - Ratify Deloitte |
20,904,030 | 24,225 | 467,618 | 0 | ||||
| 4 - Executive Comp |
15,159,605 | 561,820 | 338,571 | 5,335,877 |
| Proposal |
1 Year |
2 Year |
3 Year |
Abstain | ||||
| 3 - Frequency of Comp |
14,755,233 | 10,260 | 1,040,509 | 253,994 |
Item 8.01 Other Events
On June 8, 2026, American Vanguard Corporation issued a press release announcing the results of the voting at its 2026 Annual Meeting of Stockholders. 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 June 8, 2026, of Registrant regarding the results of its 2026 Annual Meeting of Stockholders. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN VANGUARD CORPORATION | ||||||
| Date: June 8, 2026 | By: | /s/ Timothy J. Donnelly | ||||
| Timothy J. Donnelly | ||||||
| Chief Legal Officer, General Counsel & Secretary | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
AMERICAN VANGUARD ANNOUNCES VOTING RESULTS
OF 2026 ANNUAL MEETING OF STOCKHOLDERS
Newport Beach, CA – June 8, 2026 – American Vanguard Corporation (NYSE:AVD) announced the voting results from its Annual Meeting of Stockholders held on June 3, 2026. As to the first of four initiatives, the seven director nominees named in the proxy received more votes “for” than “against”; those persons are: Marisol Angelini, Mark Bassett, Patrick Gottschalk, Douglas Kaye, Steven Macicek, Rubin McDougal and Keith Rosenbloom. They will serve as directors until the next annual meeting or until their successors are duly elected and qualified. In addition, the balance of the initiatives appearing on the Company’s proxy passed, namely, the ratification of the appointment of Deloitte Touche, LLP, as the company’s independent registered public accounting firm for the year ending December 31, 2026, an advisory vote on the annual frequency of the say-on-pay ballot proposal and advisory approval of the executive compensation policies and practices as set forth in the Company’s 2026 proxy. All measures received an overwhelming percentage of voted shares.
Chairman of the Board, Pat Gottschalk, commented, “We thank our shareholders for voting at the annual meeting and appreciate your support for our director nominees and other ballot initiatives.”
About American Vanguard
American Vanguard Corporation is a diversified specialty and agriculture products company that develops and markets products for crop protection and management, turf and ornamentals management, and public health. Over the past 20 years, through product and business acquisitions, the Company has significantly expanded its operations and now has more than 1,000 product registrations 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 the matters set forth in this press release may include forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” These forward-looking statements are based on the current expectations and 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 risks 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. The company disclaims any intent or obligation to update these forward-looking statements.
Investor Contact
Robert Winters
Alpha IR Group
AVD@alpha-ir.com
(312) 445-2870