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 20, 2023
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 2023 Annual Meeting of the Stockholders of Argan, Inc. (“Argan” or the “Company”) held on June 20, 2023, the following four (4) matters were resolved by the stockholders of Argan.
| (1) | The election of the following ten (10) members to the Board of Directors of the Company (the “Board”), each to serve until the 2024 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 |
| --- | --- |
| • | David H. Watson |
| --- | --- |
| (2) | The approval of the allocation of 500,000 shares of the Company’s common stock reserved for issuance under the Argan, Inc. 2020 Stock Plan. |
| --- | --- |
| (3) | The non-binding advisory approval of the Company’s executive compensation (the “say-on-pay” vote). |
| --- | --- |
| (4) | The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the fiscal year ending January 31, 2024. |
| --- | --- |
Item 8.01. Other Events.
On June 20, 2023, the Board declared a regular quarterly cash dividend in the amount of $0.25 per share of common stock, payable July 31, 2023 to stockholders of record at the close of business on July 21, 2023.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | |
|---|---|---|
| 99.1 | Results of Voting at the 2023 Annual Meeting of the Stockholders of Argan, Inc. | |
| 99.2 | | Press Release issued by Argan on June 20, 2023 |
| 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 20, 2023 | By: | /s/ Richard H. Deily |
| Richard H. Deily | ||
| Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary |
Exhibit 99.1
ARGAN, INC.
RESULTS OF VOTING
2023 ANNUAL MEETING OF THE STOCKHOLDERS OF ARGAN, INC.
June 20, 2023
| (1) | The election of the following ten (10) directors to the Board of Directors of the Company, each to serve until the 2024 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 | 10,901,673 | 246,340 | 1,183,590 | |||||||||
| Cynthia A. Flanders | 10,777,541 | 370,472 | 1,183,590 | |||||||||
| Peter W. Getsinger | | | 11,035,562 | | | | 112,451 | | | | 1,183,590 | |
| William F. Griffin, Jr. | | | 10,975,207 | | | | 172,806 | | | | 1,183,590 | |
| John R. Jeffrey, Jr. | 11,035,470 | | | | 112,543 | | | | 1,183,590 | | ||
| Mano S. Koilpillai | | | 11,037,562 | | | | 110,451 | | | | 1,183,590 | |
| William F. Leimkuhler | | | 10,781,163 | | | | 366,850 | | | | 1,183,590 | |
| W.G. Champion Mitchell | | | 9,883,362 | | | | 1,264,651 | | | | 1,183,590 | |
| James W. Quinn | | | 10,745,680 | | | | 402,333 | | | | 1,183,590 | |
| David H. Watson | | | 11,057,204 | | | | 90,809 | | | | 1,183,590 | |
| (2) | The approval of the allocation of 500,000 shares of the Company’s common stock reserved for issuance under the 2020 Stock Plan. | |||||||||||
| --- | --- |
The result of the voting was as follows:
| For | Against | Abstain | Broker<br><br>Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 10,112,748 | 881,531 | 153,734 | 1,183,590 | ||||
| (3) | 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 | ||||
|---|---|---|---|---|---|---|---|
| 8,244,475 | 2,544,287 | 359,251 | 1,183,590 | ||||
| (4) | The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the fiscal year ending January 31, 2024. | ||||||
| --- | --- |
The result of the voting was as follows:
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| 12,287,839 | 41,535 | 2,229 |
Exhibit 99.2
ARGAN, INC. DECLARES REGULAR QUARTERLY CASH DIVIDEND
OF $0.25 PER COMMON SHARE
June 20, 2023 – 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 31, 2023 to stockholders of record at the close of business on July 21, 2023.
About Argan, Inc.
Argan’s primary business is providing a full range of construction and related 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, maintenance, project development and technical 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
David Watson
301.315.0027