American Vanguard (AVD) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 3, 2026, with voting on director elections, auditor ratification, say-on-pay, and say-on-pay frequency proposals.

• Seven directors are nominated, with board size reduced from nine to seven per new credit agreement requirements.

• Deloitte & Touche LLP is recommended for reappointment as independent auditor for 2026.

• Executive compensation is benchmarked against peers, with a pay-for-performance philosophy and significant alignment to company KPIs.

• No related party transactions occurred in 2025.

Voting matters and shareholder proposals

• Proposals include election of seven directors, auditor ratification, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay.

• Board recommends annual say-on-pay votes and approval of executive compensation.

• No other business or shareholder proposals were submitted by the deadline.

Board of directors and corporate governance

• Board size set at seven, with three directors not seeking reelection and one new independent nominee added per lender requirements.

• Board committees include Audit, Compensation, Nominating & Corporate Governance, Finance, Risk, and a pro-tem Transaction Committee.

• Five of seven director nominees are independent under NYSE standards.

• Board met 15 times in 2025; all directors attended at least 75% of meetings.