8-K - Current report

Document Info
Form Name: 8-K
Filed: June 20, 2019
8-K 1 a19-11869_18k.htm 8-K











Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 20, 2019



(Exact Name of Registrant as Specified in its Charter)







(State or Other Jurisdiction
of Incorporation)


File Number)


(IRS Employer
Identification No.)


One Church Street, Suite 201, Rockville, MD



(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:


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


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


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


o            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    o


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


Title of Each Class:


Trading Symbol(s):


Name of Each Exchange on
Which Registered:

Common Stock, $0.15 Par Value




New York Stock Exchange





Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On June 20, 2019, Brian R. Sherras withdrew as a nominee for election to the board of directors of Argan, Inc. ("Argan" or the "Company") at the 2019 Annual Meeting of the Stockholders of Argan, which was held on June 20, 2019 (the "Annual Meeting"). Mr. Sherras withdrew for personal reasons not related to any disagreement with Argan regarding its operations, policies or practices. Mr. Sherras continues holding the position of Director - Sales and Business Development for Atlantic Projects Company Ltd., the Company's wholly-owned subsidiary.


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


At the Annual Meeting, the following four (4) matters were resolved by the stockholders of Argan.


(1)                                 The election of the following eight (8) directors to the Board of Directors of the Company (the "Board"), 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:


·                  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


(2)                                 The nonbinding advisory approval of the Company's executive compensation (the "say-on-pay" vote).


(3)                                 The nonbinding advisory choice that future stockholder advisory votes on the Company's executive compensation be conducted every year (the "say-on-frequency" 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, 2020.


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 8.01. Other Events.


On June 20, 2019, 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, 2019 to stockholders of record at the close of business on July 23, 2019.


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




Item 9.01.  Financial Statements and Exhibits.


(d)                                 Exhibits


Exhibit No.








Results of Voting at the 2019 Annual Meeting of the Stockholders of Argan, Inc.






Press Release issued by Argan on June 20, 2019




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.







Date: June 20, 2019


/s/ David H. Watson



David H. Watson



Senior Vice President, Chief Financial Officer, Treasurer and Secretary