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     104  0 Kommentare Both Leading Proxy Advisory Firms – ISS and Glass Lewis – Recommend 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 both leading proxy advisory firms Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co. (“Glass Lewis”) have 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 making its report to support Cruiser’s case for change, ISS notes the following:1

    • “[Cruiser Capital] has made a compelling case for the addition of all three dissident nominees. Patrick Gottschalk, Mark Bassett, and Keith Rosenbloom should collectively assist in addressing concerns with operational performance, corporate governance, and AVD's ability to capitalize on industry tailwinds.”
    • “Ultimately, AVD suffers from two fundamental issues: an inability to execute, and deficient corporate governance.”
    • “Top-line growth has not been accompanied by meaningful progress elsewhere on the income statement, which is particularly concerning given AVD's M&A strategy. Coupled with deficiencies in board refreshment, this inability to execute has translated into TSR underperformance. These and other concerns make it challenging for investors to embrace the go-forward plan articulated by the board…”
    • “(I)n this case there is no reason to postpone necessary refreshment when there are qualified replacements on the ballot.”

    ISS also criticizes AVD’s performance for stockholders and lack of consistency around discussing returns:

    • “(T)he board's messaging suggests that a comparison to a specialty chemicals index may not be entirely appropriate – this is concerning, as AVD has historically referenced specialty chemicals indices in important public disclosures.”
    • “Importantly, AVD share price increased 4.3 percent on April 19, 2022, outperforming peers by 4.4 percentage points. This one-day reaction suggests the dissident's campaign was welcomed by the market.”
    • “During engagement with ISS, the board was not able to clearly articulate why May 2015 approximated the trough in the downcycle…However, the seven-year lookback presented by the board actually underscores the directionally-negative trend in absolute TSR and performance relative to peers, in that AVD has fared progressively worse as time has progressed.”
    • “(C)omparison of AVD to the board's own selected peers reveals troubling underperformance that has been directionally-negative. There are also concerns about the board's communication strategy in this area, reflected in mixed messaging relating to the appropriateness of industry comparators, as well as in an insufficiently-supported attempt to present a seven-year lookback as the most appropriate measurement period.”

    ISS takes issue with AVD’s operational mismanagement and capital allocation:

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    Both Leading Proxy Advisory Firms – ISS and Glass Lewis – Recommend 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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