Executive Change · Shareholder Vote

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 4, 2026     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)   (IRS Employer Identification No.)   15440 Laguna Canyon Road Suite 100   Irvine , California   92618 (Address of Principal Executive Offices)   (Zip Code) Registrant’s Telephone Number, Including Area Code: (949) 260-1200 (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 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 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