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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 - Seite 3

    • “While management failed to execute, the board failed to evolve appropriately. Board refreshment over the past decade was neither proactive nor adequate… The inability to execute and the parallel concerns with board composition and refreshment likely contributed to the significant and directionally-negative TSR underperformance experienced by shareholders over the past several years.”
    • “The board is asking shareholders to have faith in a go-forward plan with a growth element that relies heavily on business lines still in their infancies. Performance and governance over the past decade provide shareholders with little reason to have faith in this proposition.”
    • “This is also a cyclical industry, and AVD has not even managed to fully recover from the most recent downcycle. Given that AVD must make hay while the sun shines, there is a sense of urgency underpinning the case for change…shareholders do not have the luxury of time.”
    • [Cruiser Capital] has not only nominated a slate that is suited for the specific challenges of this situation, but has targeted the incumbents appropriately. The three targeted incumbents arguably bear the most responsibility for AVD's state of affairs, not just because they are the longest-tenured independent directors, but because of their responsibilities on the board.”

    Glass Lewis also expressed support the Cruiser nominees:

    • “We believe the collective expertise of Messrs. Basset, Gottschalk and Rosenbloom speaks directly to observed weaknesses at AVD: the board has not, in our view, convincingly demonstrated it is capable of consistently generating shareholder value, efficiently managing costs, identifying, securing and integrating key strategic opportunities or reliably driving profitable growth in the absence of exogenous black swan events, nor does it appear the board is well prepared to address its own deficiencies, including very weak succession planning, opaque or incomplete investor communication and a negligible commitment to true board refreshment. We thus believe election of the full Dissident slate represents a fairly low risk, high reward outcome for unaffiliated investors here.”

    Charles J. Rose of Cruiser Capital Advisors stated: “We appreciate that both ISS and Glass Lewis recognize independent voices are needed on the American Vanguard Board. It’s clear that the status quo of underperformance and weak corporate governance cannot continue, and our nominees, Dr. Mark Bassett, Pat Gottschalk and Keith M. Rosenbloom look forward to the opportunity to work with the Board to improve American Vanguard’s value proposition for all of its stakeholders.”

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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 - Seite 3 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 …