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 20, 2024

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 2024 Annual Meeting of the Stockholders of Argan, Inc. (“Argan” or the “Company”) held on June 20, 2024, the following three (3) 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 2025 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.

• William F. Leimkuhler

• W.G. Champion Mitchell

• James W. Quinn

• Karen A. Sweeney

• David H. Watson

(2) The non-binding 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 fiscal year ending January 31, 2025.

Item 8.01. Other Events.

On June 20, 2024, Argan issued a press release announcing that its Board declared a regular quarterly cash dividend in the amount of $0.30 per share of common stock, payable on July 31, 2024 to stockholders of record at the close of business on July 23, 2024.

Argan also announced that the Board extended the expiration date of the Company’s existing $125 million Share Repurchase Plan through January 31, 2027.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Results of Voting at the 2024 Annual Meeting of the Stockholders of Argan, Inc.
99.2	Press Release issued by Argan on June 20, 2024
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, 2024	By:	/s/ Richard H. Deily
		Richard H. Deily
		Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary

EX-99.1

Exhibit 99.1

ARGAN, INC.

RESULTS OF VOTING

2024 ANNUAL MEETING OF THE STOCKHOLDERS OF ARGAN, INC.

June 20, 2024

(1) The election of the following ten (10) directors to the Board of Directors of the Company, each to serve until the 2025 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		10,228,215		367,395		1,376,228
Cynthia A. Flanders		10,269,087		326,523		1,376,228
Peter W. Getsinger		10,133,609		462,001		1,376,228
William F. Griffin, Jr.		10,319,751		275,859		1,376,228
John R. Jeffrey, Jr.		10,132,720		462,890		1,376,228
William F. Leimkuhler		9,818,178		777,432		1,376,228
W.G. Champion Mitchell		7,181,361		3,414,249		1,376,228
James W. Quinn		10,044,817		550,793		1,376,228
Karen A. Sweeney		10,579,823		15,787		1,376,228
David H. Watson		10,110,871		484,739		1,376,228

(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 Non-Votes
9,946,237	634,921	14,452	1,376,228

(3) The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the fiscal year ending January 31, 2025.

The result of the voting was as follows:

For	Against	Abstain
11,886,121	83,534	2,183

EX-99.2

Exhibit 99.2

ARGAN, INC. DECLARES REGULAR QUARTERLY CASH DIVIDEND

OF $0.30 PER COMMON SHARE

June 20, 2024 – ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) (“Argan” or the “Company”) today announces that its Board of Directors (the “Board”) declared a regular quarterly cash dividend in the amount of $0.30 per share of common stock. The dividend will be payable on July 31, 2024, to stockholders of record at the close of business on July 23, 2024.

The Board also extended the expiration date of Argan’s $125 million Share Repurchase Plan through January 31, 2027.

About Argan, Inc.

Argan’s primary business is providing a full range of construction and related services to the power industry. 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 industrial construction, fabrication and plant services company, and SMC Infrastructure Solutions, which provides telecommunications infrastructure services.

Safe Harbor Statement

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Reference is hereby made to the cautionary statements made by the Company with respect to risk factors set forth in its most recent reports on Form 10-K, Forms 10-Q and other SEC filings. The Company’s future financial performance is subject to risks and uncertainties including, but not limited to, the successful addition of new contracts to project backlog, the receipt of corresponding notices to proceed with contract activities, the Company’s ability to successfully complete the projects that it obtains, and the Company’s effectiveness in mitigating future losses related to the Kilroot loss contract. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to the risk factors highlighted above and described regularly in the Company’s SEC filings.

Company Contact: Investor Relations Contacts:

David Watson John Nesbett/Jennifer Belodeau

301.315.0027 IMS Investor Relations

203.972.9200

XML

Document and Entity Information	Jun. 20, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 20, 2024
Entity File Number	001-31756
Entity Registrant Name	ARGAN, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-1947195
Entity Address, Address Line One	One Church Street
Entity Address, Adress Line Two	Suite 201
Entity Address, City or Town	Rockville
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	301
Local Phone Number	315-0027
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.15 Par Value
Trading Symbol	AGX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000100591
Amendment Flag	false