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AMERICAN VANGUARD CORP FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

June 10, 2014



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective June 5, 2014, the board of directors of American Vanguard Corporation voted to amend the company's Bylaws to adopt a majority director vote provision. Specifically, Section 3.03 of the Bylaws, which had constituted a plurality vote provision, was replaced in its entirety by a provision that, in general terms, requires that each director is to be elected by a vote of the majority of the votes cast at any meeting for the election of directors and further requires that any director receiving less than a majority of the votes cast is to submit his or her resignation. The complete text of the amended Bylaws (in which the new Section 3.03 is underscored) is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the 2014 Annual Meeting of Stockholders of American Vanguard Corporation held on June 4, 2014, four matters were voted upon by shareholders, namely, (i) the election of nine (9) directors until their successors are elected and qualified, (ii) ratification of BDO USA, LLP as independent registered public accounting firm for the year ending December 31, 2014, (iii) an advisory vote approving the overall executive compensation policies and procedures of the Company as set forth in the 2014 proxy, and (iv) ratification of the amendment of the American Vanguard Corporation Employee Stock Purchase Plan to extend the expiration for a period of five years (from December 31, 2013 to December 31, 2018).

With respect to the first proposal in the proxy, the following nine 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 Scott D. Baskin 18,674,738 3,410,184 Lawrence S. Clark 21,665,873 419,049 Debra F. Edwards 21,930,015 154,907 Morton D. Erlich 21,853,802 231,120 Alfred F. Ingulli 21,663,088 421,834 John L. Killmer 21,931,420 153,502 Carl R. Soderlind 21,660,315 424,607 Eric G. Wintemute 21,772,642 312,280 Esmail Zirakparvar 21,931,482 153,440



With respect to all director nominees, broker non-votes equaled 4,668,857.

With respect to Proposals Two (appointment of BDO), Three (advisory approval of executive compensation) and Four (ratification of amendment to ESPP), all three 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 25,916,112 818,208 19,459 0 Three 21,393,994 646,508 44,418 4,668,859 Four 21,773,427 291,907 19,586 4,668,859 Item 8.01 Other Events



On June 9, 2014, American Vanguard Corporation issued a press release announcing that its board of directors had declared a cash dividend in the amount of five cents ($0.05) per share of common stock to holders of record as of July 3, 2014 to be distributed on July 17, 2014. The complete text of that release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit 99.1 Amended and Restated Bylaws dated as of June 5, 2014 of American Vanguard Corporation. Exhibit 99.2 Press release dated June 9, 2014 of American Vanguard Corporation regarding declaration of a cash dividend.



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Source: Edgar Glimpses


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