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 23, 2020

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:

¨ 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 2020 Annual Meeting of the Stockholders of Argan, Inc. (“Argan” or the “Company”) held on June 23, 2020, the following four (4) 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 2021 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 approval of the Argan, Inc. 2020 Stock Plan (the “Stock Plan”) and the allocation of 500,000 shares of our common stock reserved for issuance under the Stock Plan;

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

(4)          The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending January 31, 2021.

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 9.01. Financial Statements and Exhibits.

(d)          Exhibits

Exhibit No.	Description
99.1	Results of Voting at the 2020 Annual Meeting of the Stockholders of Argan, Inc.

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 23, 2020	By:	/s/ David H. Watson
		David H. Watson
		Senior Vice President, Chief Financial Officer, Treasurer and Secretary

EX-99.1

Exhibit 99.1

ARGAN, INC.

RESULTS OF VOTING

2020 ANNUAL MEETING OF THE STOCKHOLDERS OF ARGAN, INC.

JUNE 23, 2020

(1)          The election of the following nine (9) directors to the Board of Directors of the Company, each to serve until the 2020 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		12,381,089		131,170		1,494,217
Cynthia A. Flanders		9,898,080		2,614,179		1,494,217
Peter W. Getsinger		12,478,200		34,059		1,494,217
William F. Griffin, Jr.		12,431,441		80,818		1,494,217
John R. Jeffrey, Jr.		12,460,108		52,151		1,494,217
Mano S. Koilpillai		12,482,241		30,018		1,494,217
William F. Leimkuhler		11,223,149		1,289,110		1,494,217
W.G. Champion Mitchell		12,389,888		122,371		1,494,217
James W. Quinn		11,197,655		1,314,604		1,494,217

(2)          The approval of the Argan, Inc. 2020 Stock Plan and the allocation of 500,000 shares of Argan’s common stock reserved for issuance thereunder.

The result of the voting was as follows:

For		Against		Abstain		Broker Non-Votes
	12,064,923		426,681		20,655		1,494,217

(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 Non-Votes
	9,639,507		2,850,465		22,287		1,494,217

(4)          The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending January 31, 2021.

The result of the voting was as follows:

For		Against		Abstain
	13,906,476		53,991	46,009