8-K
ARGAN INC (AGX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of Earliest Event Reported): June 21, 2022
ARGAN, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
|---|---|---|---|---|
| Delaware | 001-31756 | 13-1947195 | ||
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) | ||
| | | | ||
| --- | --- | --- | ||
| One Church Street, Suite 201, Rockville, MD | 20850 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 315-0027
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| | |
|---|---|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| | | | | |
|---|---|---|---|---|
| Title of Each Class: | | Trading Symbol(s): | | Name of Each Exchange on Which Registered: |
| Common Stock, $0.15 Par Value | | AGX | | New York Stock Exchange |
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting of the Stockholders of Argan held on June 21, 2022, the following three (3) matters were resolved by the stockholders of Argan.
| (1) | The election of the following nine (9) members to the Board of Directors of the Company (the “Board”), each to serve until the 2023 Annual Meeting of Stockholders and until his/her successor has been elected and qualified or until his/her earlier resignation, death or removal: |
|---|---|
| • | Rainer H. Bosselmann |
| --- | --- |
| • | Cynthia A. Flanders |
| --- | --- |
| • | Peter W. Getsinger |
| --- | --- |
| • | William F. Griffin, Jr. |
| --- | --- |
| • | John R Jeffrey, Jr. |
| --- | --- |
| • | Mano S. Koilpillai |
| --- | --- |
| • | William F. Leimkuhler |
| --- | --- |
| • | W.G. Champion Mitchell |
| --- | --- |
| • | James W. Quinn |
| --- | --- |
| (2) | The nonbinding advisory approval of the Company’s executive compensation (the “say-on-pay” vote). |
| --- | --- |
| (3) | The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending January 31, 2023. |
| --- | --- |
A schedule presenting the number of votes cast by the Company’s stockholders is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On June 21, 2022, the Board declared a regular quarterly cash dividend in the amount of $0.25 per share of common stock, payable July 29, 2022 to stockholders of record at the close of business on July 21, 2022.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | |
|---|---|---|
| 99.1 | Results of Voting at the 2022 Annual Meeting of the Stockholders of Argan, Inc. | |
| 99.2 | | Press Release issued by Argan on June 21, 2022 |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARGAN, INC. | ||
|---|---|---|
| Date: June 21, 2022 | By: | /s/ David H. Watson |
| David H. Watson | ||
| Senior Vice President, Chief Financial Officer, Treasurer and Secretary |
Exhibit 99.1
ARGAN, INC.
RESULTS OF VOTING
2022 ANNUAL MEETING OF THE STOCKHOLDERS OF ARGAN, INC.
June 21, 2022
(1)The election of the following nine (9) directors to the Board of Directors of the Company, each to serve until the 2023 Annual Meeting of Stockholders and until his/her successor has been elected and qualified or until his/her earlier resignation, death or removal.
The results of the voting were as follows:
| NAME OF DIRECTOR | FOR | WITHHELD | BROKER NON-VOTES | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rainer H. Bosselmann | 11,618,054 | 381,496 | 1,306,943 | |||||||||
| Cynthia A. Flanders | 11,483,209 | 516,341 | 1,306,943 | |||||||||
| Peter W. Getsinger | | | 11,776,976 | | | | 222,574 | | | | 1,306,943 | |
| William F. Griffin, Jr. | | | 11,743,312 | | | | 256,238 | | | | 1,306,943 | |
| John R. Jeffrey, Jr. | 11,704,020 | | | | 295,530 | | | | 1,306,943 | | ||
| Mano S. Koilpillai | | | 11,649,320 | | | | 350,230 | | | | 1,306,943 | |
| William F. Leimkuhler | | | 11,478,034 | | | | 521,516 | | | | 1,306,943 | |
| W.G. Champion Mitchell | | | 11,541,314 | | | | 458,236 | | | | 1,306,943 | |
| James W. Quinn | | | 11,407,619 | | | | 591,931 | | | | 1,306,943 | |
(2)The nonbinding advisory approval of the Company’s executive compensation (the “say-on-pay” vote).
The result of the voting was as follows:
| For | Against | Abstain | Broker<br><br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 11,475,552 | 418,174 | 105,824 | 1,306,943 |
(3)The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending January 31, 2023.
The result of the voting was as follows:
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| 13,258,701 | 42,739 | 5,053 |
Exhibit 99.2
ARGAN, INC. DECLARES REGULAR QUARTERLY DIVIDEND
OF $0.25 PER SHARE
June 21, 2022 – ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) announces today that its Board of Directors declared a regular quarterly cash dividend in the amount of $0.25 per share of common stock, payable July 29, 2022 to stockholders of record at the close of business on July 21, 2022.
About Argan, Inc.
Argan’s primary business is providing a full range of services to the power industry, including the renewable energy sector. Argan’s service offerings focus on the engineering, procurement and construction of natural gas-fired power plants and renewable energy facilities, along with related commissioning, operations management, maintenance, project development and consulting services, through its Gemma Power Systems and Atlantic Projects Company operations. Argan also owns The Roberts Company, which is a fully integrated fabrication, construction and industrial plant services company, and SMC Infrastructure Solutions, which provides telecommunications infrastructure services.
| Company Contact: | Investor Relations Contact: |
|---|---|
| Rainer Bosselmann | David Watson |
| 301.315.0027 | 301.315.0027 |