UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed in American Vanguard Corporation’s (“Company”) Current Report on Form 8-K filed on March 19, 2026, AMVAC Chemical Corporation, a subsidiary of the Company, and certain affiliates of the Company entered into a Credit and Guaranty Agreement (the “First Lien Term Loan”) with a group of commercial lenders (the “Lenders”) led by Centerbridge Partners, L.P. (“Centerbridge”), and Wilmington Trust, National Association as administrative agent. In connection with the entry into the First Lien Term Loan, the Company agreed to reduce the size of its Board of Directors (the “Board”) from nine to seven directors and to appoint to the Board one independent director in consultation with the Lenders, in both cases within 90 days following March 13, 2026.
In connection with these agreed actions, on April 10, 2026, Scott Baskin, Emer Gunter and Carmen Tiu de Mino notified the Board of their intention not to stand for re-election to the Board at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The decisions of Mr. Baskin, Ms. Gunter and Ms. Tiu de Mino not to stand for re-election at the 2026 Annual Meeting were not the result of any dispute or disagreement with the Company regarding any matter relating to the Company’s operations, policies, practices or otherwise.
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: April 15, 2026 | By: | /s/ Timothy J. Donnelly | ||||
| Timothy J. Donnelly | ||||||
| Chief Legal Officer, General Counsel & Secretary | ||||||