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EX-99.1 - EX-99.1 - ARGAN INCd948731dex991.htm

 

 

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 24, 2015

 

 

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))

 

 

 


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

At the Annual Meeting of the Stockholders of Argan, Inc. which was held on June 24, 2015 (the “2015 Annual Meeting”), the following four (4) matters were resolved by the stockholders of Argan, Inc. (the “Company”).

 

(1) The election of the following nine (9) directors to the Board of Directors of the Company, each to serve until the 2016 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

 

    Henry A. Crumpton

 

    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 in order to increase the total number of shares of the Company’s common stock reserved for issuance thereunder from 1,250,000 to 2,000,000 shares.

 

(3) The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending January 31, 2016.

 

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

A schedule presenting the number of votes cast by the Company’s stockholders is attached to this report as Exhibit 99.1 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 2015 Annual Meeting of the Stockholders of Argan, Inc.


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 26, 2015     By:  

/s/ Cynthia A. Flanders

      Cynthia A. Flanders
      Senior Vice President and
      Chief Financial Officer

EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Results of the Voting at the 2015 Annual Meeting of the Stockholders of Argan, Inc.