UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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

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ARGAN, INC.

(Exact Name of Registrant as Specified in its Charter)

 

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Delaware		001-31756		13-1947195
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

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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

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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:

 

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☐	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))

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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).

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Emerging growth company   ☐

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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. ☐

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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

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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:

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Rainer H. Bosselmann

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Cynthia A. Flanders

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Peter W. Getsinger

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William F. Griffin, Jr.

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John R. Jeffrey, Jr.

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Mano S. Koilpillai

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William F. Leimkuhler

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W.G. Champion Mitchell

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James W. Quinn

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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)

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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

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