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Glass Lewis Recommends American Vanguard Stockholders Vote FOR All Three of Cruiser Capital’s Nominees on the BLUE Proxy Card

Cruiser Capital Master Fund LP and its affiliates (“Cruiser Capital,” or “Cruiser”), a top ten shareholder of American Vanguard Corporation (NYSE: AVD) (“American Vanguard,” “AVD” or the “Company”), owning approximately 2.5% of AVD’s outstanding shares, today announced that leading proxy advisory firm Glass, Lewis & Co. (“Glass Lewis”) has recommended that stockholders vote for ALL of Cruiser’s three director candidates by voting on the BLUE proxy card at the June 1, 2022, Annual Meeting of Stockholders (the “2022 Annual Meeting”).

In its report, Glass Lewis writes that, “(W)e believe CCA (Cruiser Capital Advisors) has ultimately presented investors with a compelling case for change, and has nominated individuals well suited to addressing what appear to be AVD’s most significant operational and governance failings.1

Specifically, Glass Lewis highlights AVD’s chronic underperformance and stagnant shareholder returns:

  • “(W)e are inclined to suggest one side (Cruiser) presents a much more comprehensive and persuasive case, owing in no small part to the fact that AVD rests its returns methodology on a rather narrow and tenuous precipice: the board’s rebuke advances what appears to be a completely novel peer set, focuses heavily on a single measurement window tied to periodic lows, eschews long-utilized benchmarks and incorporates an entirely new performance barometer, all in the somewhat strained service of suggesting AVD has compellingly weathered obstructive industry headwinds.”
  • “Our own review suggests the board’s TSR position, which is arguably the linchpin for the remainder of its defense, ultimately holds a limited degree of water here.
  • “First, over the long haul, the evident absolute and relative narrative is not, in our view, disputable: across the last decade, AVD has created essentially no value, a result which may have been tenable had relevant benchmarks generated similar or worse returns… Here, it is worth acknowledging the incumbent candidates targeted by CCA have each served on the board for at least twelve years, and thus seem to share fairly direct responsibility for these observable returns.
  • “Taken collectively, we believe the sum of available data strongly suggests AVD has persistently generated subpar value for investors relative to peers and applicable benchmarks across a variety of pre-contest time periods, and further find the board’s defense is overly reliant on a narrow, low context trading trough and a recently manufactured peer set which fundamentally departs from the board’s long-established methodologies.”

Glass Lewis shares Cruiser’s concerns about AVD’s operational issues, capital allocation policies and declining EBITDA margins:

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Glass Lewis Recommends American Vanguard Stockholders Vote FOR All Three of Cruiser Capital’s Nominees on the BLUE Proxy Card Cruiser Capital Master Fund LP and its affiliates (“Cruiser Capital,” or “Cruiser”), a top ten shareholder of American Vanguard Corporation (NYSE: AVD) (“American Vanguard,” “AVD” or the “Company”), owning approximately 2.5% of AVD’s outstanding …

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