8-K

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, 2018

ARGAN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-31756	13-1947195
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 companyo

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   o

Item 5.07.  Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of the Stockholders of Argan, Inc. (the “Company” or “Argan”), which was held on June 21, 2018 (the “2018 Annual Meeting”), the following four (4) matters were resolved by the stockholders of Argan.

(1)The election of the following nine (9) directors to the Board of Directors of the Company (the “Board”), each to serve until the 2019 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

·John R Jeffrey, Jr.

·Cynthia A. Flanders

·Peter W. Getsinger

·William F. Griffin, Jr.

·William F. Leimkuhler

·W.G. Champion Mitchell

·James W. Quinn

·Brian R. Sherras

(2)The approval of the amendment of the Company’s 2011 Stock Plan (the “Stock Plan”) in order to increase the total number of shares of the Company’s common stock reserved for issuance under the Stock Plan from 2,000,000 shares to 2,750,000 shares.

(3)The nonbinding 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 year ending January 31, 2019.

A schedule presenting the numbers of votes cast by the Company’s stockholders is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 8.01 Other Events.

On June 25, 2018, Argan announced that the Board declared a regular quarterly cash dividend in the amount of $0.25 per share of common stock, payable on July 31, 2018 to stockholders of record at the close of business on July 24, 2018.

A copy of Argan’s press release is attached to this report as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Results of the Voting at the 2018 Annual Meeting
99.2	Press Release issued by Argan on June 25, 2018

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Results of the Voting at the 2018 Annual Meeting
99.2	Press Release issued by Argan on June 25, 2018

SIGNATURE

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 25, 2018	By:	/s/ David H. Watson
		David H. Watson
		Senior Vice President, Chief Financial Officer, Treasurer and Secretary

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EX-99.1

Exhibit 99.1

ARGAN, INC.

RESULTS OF VOTING

2018 ANNUAL MEETING OF THE STOCKHOLDERS OF ARGAN, INC.

(1)           The election of the following nine (9) directors to the Board of Directors of Argan, Inc. (the “Company”), each to serve until the 2019 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	10,953,700	945,963	2,169,465
Cynthia A. Flanders	10,567,001	1,332,662	2,169,465
Peter W. Getsinger	11,371,985	527,678	2,169,465
William F. Griffin, Jr.	11,236,386	663,277	2,169,465
John R. Jeffrey, Jr.	11,353,262	546,401	2,169,465
William F. Leimkuhler	11,193,610	706,053	2,169,465
W.G. Champion Mitchell	11,108,154	791,509	2,169,465
James W. Quinn	11,104,019	795,644	2,169,465
Brian R. Sherras	11,099,277	800,386	2,169,465

(2)           The approval of the amendment of the Company’s 2011 Stock Plan (the “Stock Plan”) in order to increase the total number of shares of the Company’s common stock reserved for issuance under the Stock Plan from 2,000,000 shares to 2,750,000 shares

The results of the voting were as follows:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
11,222,852	653,993	22,818	2,169,465

(3)           The nonbinding advisory approval of the Company’s executive compensation (the “say-on-pay” vote).

The results of the voting were as follows:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
11,115,921	755,299	28,443	2,169,465

(4)           The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending January 31, 2019.

The results of the voting were as follows:

FOR	AGAINST	ABSTAIN
13,702,549	295,658	70,921

EX-99.2

Exhibit 99.2

ARGAN, INC. DECLARES REGULAR QUARTERLY DIVIDEND OF $0.25 PER SHARE

June 25, 2018 — ROCKVILLE, MD — Argan, Inc. (NYSE: AGX) announced that on June 21, 2018, its Board of Directors declared a regular quarterly cash dividend in the amount of $0.25 per share of common stock, payable July 31, 2018 to stockholders of record at the close of business on July 24, 2018.

Rainer Bosselmann, Chairman and Chief Executive Officer, commented, “Argan is pleased to announce its continued commitment to paying a regular quarterly cash dividend, which is $0.25 per share this quarter. As most recently demonstrated with their positive vote for each of our proposals at our 2018 Annual Meeting of Stockholders last week, we truly appreciate the continued support of our stockholders.”

About Argan, Inc.

Argan’s primary business is providing a full range of services to the power industry including the engineering, procurement and construction of natural gas-fired power plants, 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 SMC Infrastructure Solutions, which provides telecommunications infrastructure services, and The Roberts Company, which is a fully integrated fabrication, construction and industrial plant services company.

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws and are subject to risks and uncertainties including but not limited to: (1) the continued strong operational performance of our power industry services business; (2) the Company’s successful addition of new contracts to project backlog and the Company’s receipt of notices to proceed with the corresponding contract activities; and (3) the Company’s ability to execute on its business strategy while effectively managing costs and expenses. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors described from time to time in Argan’s filings with the SEC. In addition, reference is hereby made to the cautionary statements made by us with respect to risk factors set forth in the Company’s most recent reports on Form 10-K and 10-Q, and in other SEC filings.

Company Contact:	Investor Relations Contact:
Rainer Bosselmann	David Watson
301.315.0027	301.315.0027