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May 23, 2022 Source: American Vanguard American Vanguard Corporation ("American Vanguard" or "the Company") (NYSE: AVD) today sent a letter to stockholders in connection with its Annual Meeting of Stockholders (the "2022 Annual Meeting") that will convene on June 1, 2022. American Vanguard's Board of Directors unanimously urges stockholders to vote "FOR ALL" the Company's nine highly qualified director nominees on the WHITE proxy card and to disregard any proxy card received from Cruiser Capital Master Fund LP ("Cruiser"). The letter sent to stockholders highlights the following points: *The American Vanguard Board is committed to serving the interests of ALL stockholders and to continue driving long-term value creation. *American Vanguard has delivered significant stock appreciation year-to-date of 37%, dramatically outperforming the Russell 2000's loss of more than 19% year-to-date.1 It has also materially outperformed the Russell 2000 over the past one-year period. *The Company is well positioned to drive robust operational and financial performance through 2025 and continue our strong earnings momentum, with mid-double-digit growth anticipated in 2022. *The Company has disclosed additional details about its Board refreshment process following continued engagement with stockholders and will appoint at least two new directors by the end of 2023, including at least one audit committee financial expert. Further, one of the Company's existing directors will retire by the end of 2022 and another will retire by the end of 2023. Cruiser is co-opting American Vanguard's plan and forecasts and merely claiming that its nominees can deliver the fruits of the investments and strategic initiatives previously made by your Board. The full text of the letter is as follows: May 23, 2022 Dear American Vanguard Stockholders, Our Annual Meeting of Stockholders will be held next week. We are writing to encourage you to vote "FOR ALL" the Company's nine highly qualified director nominees on the WHITE proxy card today. Your vote is critically important no matter how many shares you own and must be received by June 1, 2022 at 11:00 am PT / 2:00 pm ET to count at the Annual Meeting. Please vote today to ensure your vote is counted at this critical election. A VOTE FOR AVD'S SLATE OF NOMINEES IS A VOTE TO CONTINUE THE COMPANY'S POSITIVE TRAJECTORY Your Board of Directors and management team are committed to driving long-term value creation for ALL American Vanguard stockholders. Over the last seven years, during a prolonged industry downturn, we have worked diligently to position AVD for near- and long-term performance. Our efforts, we believe, will create value for all stockholders, and they are producing results currently: *AVD is off to an extremely strong start in 2022, significantly exceeding our first quarter financial targets, following a highly successful 2021. *AVD has delivered significant stock appreciation year-to-date of 37%, dramatically outperforming the Russell 2000's loss of more than 19% year-to-date.2 *AVD has also eclipsed the Russell 2000 for the past one-year period with AVD up 21% compared to Russell 2000 dropping 20%.3 *AVD is on track to meet its 2025 targets, which we made public more than one year ago. We are confident that the Company is well positioned in both domestic and international markets to continue to drive operational and financial performance through 2025. And we believe that the investments made and strategic initiatives put in place by your Board and management will help AVD fare much better than our competitors in the next commodity down market. Don't risk disrupting this progress! The Company recommends that you vote for "FOR ALL" of the Company's highly qualified and experienced director nominees using the official WHITE American Vanguard proxy card enclosed. AVD HAS PROVIDED DETAILS OF ITS BOARD REFRESHMENT PROCESS AND TIMELINE FOLLOWING CONTINUING POSITIVE ENGAGEMENT WITH STOCKHOLDERS American Vanguard is committed to a process to appoint at least two new independent directors, including one audit committee financial expert, and the Company is working with a nationally recognized search firm in this effort. This Board refreshment effort: *Follows continuing engagement with stockholders *Continues a refreshment effort begun in 2018 *Will result in new independent directors well suited to oversee the next stage of growth AVD is encouraged by the feedback received from stockholders to date and looks forward to continued engagement and a collaborative process. As such, one of the Company's existing directors will retire no later than the 2022 and another will retire no later than the end of 2023. To provide for a smooth and effective transition, these retiring incumbent directors will serve in an advisory capacity for a period of up to six months following their retirement dates. A CRITICAL QUESTION: DO YOU REALLY WANT CRUISER'S NOMINEES ON THE BOARD? AVD stockholders have an important decision before them: vote to re-elect the directors who are responsible for positioning the Company for its current success OR do you support Cruiser who co-opted AVD's plan, claimed our forecasts as their own, and seeks to control our carefully assembled asset base - and merely claim its nominees can deliver the results we are already set to achieve. Despite multiple meetings with your Board and management team and public materials criticizing American Vanguard, Cruiser has yet to present a single specific action item to improve American Vanguard's performance or deliver results above and beyond the Company's current plan. They have no plan and appear to be stepping in front of the efforts made by your Board just as they are bearing fruit. The simple truth is that your Board managed the Company through a seven-year downcycle and a thoughtful, well executed strategy has successfully positioned AVD to capitalize on the current upcycle and deliver sustainable, long-term outperformance in the future that will yield outsized returns for all stockholders. Cruiser has repeatedly failed to articulate a clear plan to improve on our already excellent positioning. PROTECT YOUR INVESTMENT IN AMERICAN VANGUARD BY SUPPORTING YOUR BOARD YOUR VOTE IS VERY IMPORTANT! VOTE THE WHITE PROXY CARD TODAY FOR ALL NINE OF AMERICAN VANGUARD'S DIRECTORS We strongly urge you to use the enclosed WHITE proxy card to vote today "FOR ALL" nine of American Vanguard's highly qualified nominees: Marisol Angelini, Scott D. Baskin, Debra F. Edwards, Morton D. Erlich, Emer Gunter, Alfred F. Ingulli, John L. Killmer, Eric G. Wintemute and M. Esmail Zirakparvar. Simply follow the easy instructions to vote by telephone, by Internet, or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided. Please DO NOT vote using any proxy card you may receive from Cruiser - even as a "protest vote." Any vote on the proxy card from Cruiser will revoke your prior vote on a WHITE proxy card, and only your latest-dated proxy will count towards the election of your highly qualified and experienced Board of Directors. Your vote must be received by June 1, 2022 at 11:00 am PT / 2:00 pm ET to count, so please vote today. Once you complete and return this official WHITE proxy card, no further action is required, and you should ignore additional notifications by Cruiser - and DISCARD any other proxy cards you receive. If you've voted on Cruiser's card but wish to change your vote, please complete and return the WHITE proxy card today. You can revoke your previously vote by following the instructions on the enclosed voting form. We appreciate your continued support. Sincerely, Eric G. Wintemute, Chairman and Chief Executive Officer John L. Killmer, Lead Independent Director About American Vanguard American Vanguard Corporation is a diversified specialty and agricultural products company that develops and markets products for crop protection and management, turf and ornamentals management and public and animal health. American Vanguard is included on the Russell 2000® and Russell 3000® Indexes and the Standard & Poor's Small Cap 600 Index. To learn more about American Vanguard, please reference the Company's web site at www.american-vanguard.com. Tweet |
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