Welcome to the American Vanguard Corporation 2026 Annual Meeting of Stockholders. I would now like to turn the call over to Scott Baskin. Please go ahead.
Thank you. Good morning, ladies and gentlemen. I am Scott Baskin, Chairman of the Board of American Vanguard Corporation. I will be the Acting Chairman of today's meeting. It is my pleasure to welcome all of you. It is 11:00 A.M. on Wednesday, July 3rd, 2026, and in accordance with the notice of the meeting, I call to order the 57th Annual Meeting of Stockholders. As you know from our proxy materials, this is a virtual stockholders meeting and is accessible only by webcast. For stockholders who are participating in this webcast, please feel free to submit any questions that you may have, and we will try to answer at the end of our normal proceedings. Joining me today is our entire Board of Directors, our CEO, Dak Kaye, our CFO, David Johnson, and our CIO, General Counsel, and Secretary, Tim Donnelly.
Tim Donnelly, Secretary of the company, will now report on the mailing of the notice of this meeting and the presence of a quorum.
This meeting is held pursuant to a printed notice mailed on or about April 23rd, 2026, to each stockholder of record on April 10, 2026, who is entitled to vote. Our proxy distribution agent, Broadridge, has attested to such mailing. Further, a list of stockholders entitled to vote at this meeting has been available at the company for the past 30 days and is available at the meeting for examination by any stockholder desiring to do so. All the documents concerning the call and notice of the meeting will be filed with the records of the meeting. According to our count, immediately prior to the commencement of the meeting, 21,395,873 shares of the company's voting capital stock were present in person or by proxy. This is about 75% of the outstanding voting stock of the company.
Based upon the percentage of the total shares of the company held by holders of record now present at the meeting, either in person or by proxy, a quorum is present. On behalf of the board of directors of the company, I would like to express my appreciation to all stockholders who returned their proxies. This meeting is now duly convened for the purposes of transacting business properly before it. I would also like to point out that most of you who returned proxies had authorized the persons named in the proxy to vote on all propositions coming before the meeting. While we urge stockholders to allow their proxies to stand, any stockholder may revoke his or her proxy and vote via the webcast connection today. If you wish to vote or to revoke and change your vote, please do so now by following the instructions on your computer.
Following the business of the meeting, Dak Kaye, the company's CEO, will deliver a brief management presentation. With that, let's return to the business of this meeting. The first item of business is the election of seven directors to serve until the annual meeting of stockholders in 2027. I'll be calling upon Steve, three pertinent committees to recommend the four ballot initiatives. First, I recognize Steve as a member of our nominating and corporate governance committee to place the nomination in the names of those directors set forth in the company's proxy statement.
Mr. Chairman, I hereby nominate for election as directors of the company to serve for the term expiring on the date of the annual meeting of the company in 2027, or until their respective successors are duly elected and qualified, those individuals identified as nominees for director on pages six through nine of the company's 2026 proxy. Once again, they are Marisol Angelini, Mark Bassett, Patrick Gottschalk, Dak Kaye, Douglas Kaye, Steve Macicek, Ruben McDougal, and Keith Rosenbloom.
You have heard the motion. Is there a second?
I second the motion.
I declare the nominations closed. As a matter of housekeeping, after voting has been completed on all matters on the agenda, ballots will be counted. The next matter being submitted to stockholders for action is a ratification of the appointment by the company's audit committee of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. I would again call upon Steve, this time as chairman of the audit committee, for the recommendation of the audit committee in this regard.
Mr. Chairman, the audit committee was assigned the responsibility of appointing the company's independent registered public accounting firm. In its deliberations this year, the committee has worked closely with Deloitte, has had the opportunity to evaluate their work, and found it to be of high quality. I move for ratification of the appointment of Deloitte & Touche LLP to audit the financial statements of the company and its subsidiaries for the year ending December 31st, 2026.
You have heard the motion. Is there a second?
I second the motion.
Let's move on to the next item on the agenda. The next matter being submitted to stockholders for action is an advisory vote as to the frequency of the next measure, namely the advisory vote on overall executive compensation policies and procedures. I would like to call once again upon Steve as a member of our compensation committee for the recommendation of that committee on this matter.
On behalf of the compensation committee, I move that the frequency of the advisory vote on executive compensation be held annually.
You have heard the motion. Is there a second?
I second the motion.
Let's move to the next item on the agenda. The next matter being submitted to stockholders for action is an advisory vote to approve the overall executive compensation policies and procedures of the company as described in the company's proxy statement. I would like to once again call upon Steve, this time as a member of our Compensation Committee, for the recommendation of that committee on this matter.
On behalf of the Compensation Committee, I move for advisory approval of the overall executive compensation policies and procedures as set forth in the proxy.
You have heard the motion. Is there a second?
I second the motion.
Let us move on to the next item of business on our agenda. At this point, your opportunity to vote has now concluded, and I call upon Tim Donnelly to report on the results of the balloting.
The ballots have been counted as to the first proposal regarding election to the board of directors for terms expiring on the date of the annual stockholders meeting in 2027. The seven nominees named in the proxy statement received more votes for than against election. As to proposals number two, three, and four, the affirmative vote of a majority of shares of common stock present and entitled to vote was cast for all of those measures.
I hereby declare, first, that all seven nominees for director named in the proxy have been duly elected to serve on the board of directors of the company through the 2027 annual meeting of stockholders. Second, that the appointment of Deloitte & Touche LLP to serve as independent registered public accounting firm of the company and its subsidiaries for the year ending December 31, 2026, has been duly ratified. Third, that a one-year frequency for holding an advisory vote on executive compensation policies and procedures has been approved by the stockholders. Fourth, that our executive compensation policies and procedures, as set forth in the proxy, are approved by our stockholders. At this point, let me turn to Tim to see whether we have any questions in the queue.
Let's take a look. It appears that we have no questions.
Before adjourning the meeting, I would like to turn to Dak Kaye for a management presentation. Dak?
Thank you, Scott. As a reminder, my comments today are subject to the usual safe harbor provisions that you see before you. Let me start by reviewing the key messages I recently outlined in our first quarter 2026 earnings report. First, we are off to a good start despite continued challenging market conditions. This backdrop is, of course, a continuation of the environment we have been operating in since 2023. Second, we have strengthened our capital base. Third, our long-term goals are in place to position us for long-term success. Fourth, we have clear, achievable short-term goals consistent with my mantra of simplify, prioritize, and deliver. 2025 was quite a consequential year internally for American Vanguard in terms of changes being made.
We took important actions across our commercial and operational functions, invested in technology and systems, and made key personnel changes across the organization, bringing in experienced talent as well as elevating rising stars. We've also added or promoted people to key positions in commercial, operations, IT, and finance, all areas that needed building up and strengthening. As we've added and promoted people, we've also focused on eliminating non-core expenses and prioritizing our resources. As an essential part of our growth plan, we have strengthened our capital structure through two term loans, which enabled us both to retire a previous revolving credit facility and at closing put about $60 million of cash on our balance sheet. Importantly, the term loans give us the ability to refinance on our timetable.
Further, this debt structure gives us ample support to manage the operation and our working capital with a focus on running and growing the business. In addition, we have put in place new initiatives and programs to drive these results and help our employees succeed in their mission. These include a commitment to operational excellence and execution, as well as key area of focus, improving the digital tools and information so our team can deliver. Ensuring our systems have the capabilities to functionally and seamlessly connect with one another, and most importantly, be useful to our people. There is still much work to be done, and in many ways, we are just getting started as we work to put the company in a better position for growth opportunities that we see in front of us.
As I've stated many times, while we wait for an improvement in the agricultural economy, we are focused on things we can control and executing our strategic business improvement plan. Going forward, our progress will be measured in many areas, but three key metrics to focus on that can be tracked are sales growth, operating efficiency, and net trade working capital improvements. Progress on these fronts will all be tied to accountability around key financial goals or metrics to deliver on our success. With an improved capital and more focused business culture, we expect to achieve higher revenue, better manufacturing utilization, greater operating cost efficiency, and lower overhead costs. These in turn are expected to drive higher gross profit margins and operating margins, leading to substantially higher EBITDA. Cash flow from this growth will be supplemented by reducing working capital levels going forward as we achieve greater efficiency, capital efficiency.
Looking forward, we are focused on driving growth. This will come from a combination of new products and from our existing portfolio. It will also be driven by a commercial strategy that prioritizes volume across market cycles. Our 2030 plan lays out priorities for today and tomorrow, including improving manufacturing efficiency, implementing standard processes across the organization, and becoming a KPI-driven management team with a more flexible, dynamic organization. From a revenue perspective, we expect to be north of $600 million in the annualized revenue by 2028, which is approximately 20% above our 2025 level, on our way to more substantial growth tied to our 2030 plan. This growth needs to be matched by even greater focus and improvement in our productivity, efficiency, and overall cost structure, driving margins significantly higher.
I've indicated that over the long term, I believe the business should operate closer to 15% EBITDA margins across the cycle, and that is still the goal. In the short term, we need our EBITDA margins into the double-digit area as soon as possible, and that is top priority. In summary, we've had a good start to 2026. There's still a lot of work for us to do, and we will continue to assume that external environment will do us no favors. We expect accountability and focus, but market dynamics will unlikely allow for a straight linear progression. We have to control what we can control and execute with a capital base in place that aligns with our strategic goals and objectives.
It's time to play offense built on a culture of operational excellence and customer service, supported by new product development and tied to the financial goals that make us accountable. With that, I turn the call back over to Scott. Scott?
Thank you, Dak. There being no other business properly brought before us, this concludes the 2026 Annual Meeting of Stockholders. I would again like to express my sincere appreciation to the stockholders for their support of the company. The meeting is adjourned.