ARGAN INC

For the period ended May 10, 2024. Filed Apr 30, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 10, 2024 · Filed Apr 30, 2024

AGX$277.50+6.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Argan, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11




	2024 PROXY STATEMENT

	ARGAN AT-A-GLANCE


$573MREVENUES		OUR MISSION IS TO SAFELY BUILD THE ENERGY AND INDUSTRIAL BASE OF TOMORROW ESSENTIAL TO ECONOMIC PROSPERITY WITH MOTIVATED, CREATIVE, HIGH-ENERGY AND CUSTOMER-DRIVEN TEAMS WHO ARE COMMITTED TO DELIVERING THE BEST POSSIBLE PROJECT RESULTS EACH AND EVERY TIME.
$2.39DILUTED EPS
$412MCASH AND INVESTMENTS
$245MNET LIQUIDITY
$757MBACKLOG


73%POWERINDUSTRYSERVICESBuilding innovative power solutions for the transition to low-carbon/zero carbon emissions: efficient gas-fired power plants, biomass projects, solar energy facilities, wind farms, waste-to energy facilities.	25%INDUSTRIALCONSTRUCTIONSERVICESServicing heavy and light industrial clients, particularly in new industries as well as agriculture, petrochemical, pulp & paper, water and power.	2%TELECOMMUNICATIONSINFRASTRUCTURESERVICESConstructing and connecting technology, telecommunications and power.

	www.arganinc.com

“We are dedicated to enhancing our capabilities to strengthen Argan’s position as a preferred partner in the power and industrial sectors. As we enter the new fiscal year, we remain competitive and driven, engaged in continuing the momentum of this past year, and we look forward to safely building the energy and industrial base of tomorrow.”

May 9, 2024Dear Stockholders:You are cordially invited to attend our 2024 Annual Meeting of Stockholders to be held on Thursday, June 20, 2024, at 11:00 a.m., local time, in Room #104 of the building where our offices are located, One Church Street, Rockville, Maryland 20850. The matters to be acted upon at the meeting are described in detail in the accompanying notice of annual meeting of stockholders and proxy statement.As allowed by the Securities and Exchange Commission, we are furnishing proxy materials to our stockholders primarily over the Internet again this year. Since its introduction, we believe that this delivery method, referred to as "Notice and Access,” has been successful in providing stockholders with efficient access to proxy materials which has resulted in the accurate and timely tabulation of votes. Use of this method lowers the costs of our annual meeting considerably and significantly reduces the amount of paper used to print proxy materials. On or about May 9, 2024, we will begin to provide our stockholders with a Notice of Internet Availability of Proxy Materials (the "Notice”) containing instructions for accessing our 2024 Proxy Statement and 2024 Annual Report and for voting online. The Notice also includes instructions for requesting printed paper copies of the proxy materials, including the notice of annual meeting, the proxy statement, the annual report and the proxy card, should you desire to obtain paper copies.Even if you do not plan to attend the meeting, your vote is important and we encourage you to review our proxy materials and promptly cast your vote. For those stockholders who access the proxy materials over the Internet, we ask that you vote your shares over the Internet as well, by following the instructions that will be provided to you. Alternatively, if you requested or received a printed paper copy of the proxy materials by mail, you may vote your shares over the Internet, or you may sign, date and return the proxy card by mail in the envelope provided. Instructions regarding the two methods of voting are contained in the Notice and the proxy card.As described in the accompanying 2024 Proxy Statement, our Board of Directors has approved the matters included in the proposals presented there, and believes that they are fair to, and in the best interests of, our stockholders. Thank you for your continued support of Argan, Inc., and I look forward to seeing you on June 20th.By Order of the Board of Directors,/s/ William F. LeimkuhlerWilliam F. LeimkuhlerChairman of the Board of Directors

NOTICE OF ANNUAL**

**MEETING OF STOCKHOLDERS

To Be Held on THURSDAY, June 20, 2024

ITEMS OF BUSINESS		BOARDRECOMMENDS	DATE & TIMEThursday, June 20, 2024,at 11:00 a.m. EDTPLACEOne Church Street, Room #104,Rockville, Maryland 20850WHOStockholders of record at the close of businesson April 26, 2024
1	To elect ten directors to our Board of Directors, each to serve until our 2025 Annual Meeting of Stockholders and until his/her successor has been elected and qualified or until his/her earlier resignation, death or removal;
2	To hold a non-binding advisory vote on our executive compensation (the "say-on-pay” vote); and
3	To ratify the appointment of Grant Thornton LLP as our independent registered public accountants for the fiscal year ending January 31, 2025.

These items of business are more fully described in the accompanying proxy statement. Only stockholders of record at the close of business on April 26, 2024 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement of the Annual Meeting.Your vote is important. Whether or not you plan to attend the Annual Meeting in person, please cast your vote via either the Internet or mail before the Annual Meeting so that your shares will be represented at the Annual Meeting.BY ORDER OF THE BOARD OF DIRECTORS,/s/ Richard H. DeilyRichard H. DeilyCorporate SecretaryRockville, MarylandMay 9, 2024

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