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 24, 2021

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ARGAN, INC.

(Exact Name of Registrant as Specified in its Charter)

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

On June 24, 2021, Argan, Inc. ("Argan” or the "Company”) adopted Amendment No. 2021-1 to the Gemma Power Systems, LLC Deferred Compensation Plan, effective January 1, 2021, a copy of which is attached hereto as Exhibit 10.1.

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

At the 2021 Annual Meeting of the Stockholders of Argan held on June 24, 2021, the following three (3) matters were resolved by the stockholders of Argan.

(1)The election of the following nine (9) members to the Board of Directors of the Company (the "Board”), each to serve until the 2022 Annual Meeting of Stockholders and until his/her successor has been elected and qualified or until his/her earlier resignation, death or removal:

(2)The nonbinding 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 year ending January 31, 2022.

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 24, 2021, the Board declared a regular quarterly cash dividend in the amount of $0.25 per share of common stock, payable July 30, 2021 to stockholders of record at the close of business on July 22, 2021.

A copy of Argan’s press release announcing the regular cash dividend is attached to this report as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

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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.

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Exhibit 10.1

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AMENDMENT NO. 2021-1

TO THE

GEMMA POWER SYSTEMS, LLC

DEFERRED COMPENSATION PLAN

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The Gemma Power Systems, LLC Deferred Compensation Plan (the "Plan"), is hereby amended effective January 1, 2021 pursuant to Section 8.1 of the Plan, as follows:

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I.

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Section 4.1 of the Plan is deleted in its entirety and replaced with the following new Section 4.1:

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4.1Timing of Vesting. Each Eligible Employee’s Deferred Compensation Account for a Plan Year will vest as follows if such Eligible Employee has been continuously employed by the Employer on such date:

For all awards granted on or after January 1, 2021, 50% on the fourth anniversary of the Award Date that the amount is deemed to be credited to the Eligible Employee’s Deferred Compensation Account; 25% on the fifth anniversary of the Award Date that the amount is deemed to be credited to the Eligible Employee’s Deferred Compensation Account; and 25% on the sixth anniversary of the Award Date that the amount is deemed to be credited to the Eligible Employee’s Deferred Compensation Account

For all awards granted prior to January 1, 2021, 50% on the fifth anniversary of the Award Date that the amount is deemed to be credited to the Eligible Employee’s Deferred Compensation Account; 25% on the sixth anniversary of the Award Date that the amount is deemed to be credited to the Eligible Employee’s Deferred Compensation Account; and 25% on the seventh anniversary of the Award Date that the amount is deemed to be credited to the Eligible Employee’s Deferred Compensation Account

Notwithstanding the foregoing, upon an Eligible Employee’s Disability or death, except by suicide, such Eligible Employee’s Deferred Compensation Account(s) shall be fully vested.

Notwithstanding the foregoing, if an Eligible Employee is terminated from employment for Cause then any amounts not yet distributed to the Eligible Employee, whether or not vested, shall be forfeited.

For purposes of this Section, an Eligible Employee shall be considered to be continuously employed during any period of an Approved Leave of Absence.

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II.

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If there shall be any inconsistency between the provisions of this Amendment No. 2021-1, Amendment No. 2020-1 and the provisions of this Plan, this Amendment No. 2021-1 shall control.

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IN WITNESS WHEREOF, the Company has caused this Amendment No. 2021-1 to be executed by its duly authorized officer on this 24th day of June, 2021, effective as hereinabove set forth.

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GEMMA POWER SYSTEMS, LLC

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Exhibit 99.1

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ARGAN, INC.

RESULTS OF VOTING

2021 ANNUAL MEETING OF THE STOCKHOLDERS OF ARGAN, INC.

June 24, 2021

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(1)The election of the following nine (9) directors to the Board of Directors of the Company, each to serve until the 2022 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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The results of the voting were as follows:

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

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The result of the voting was as follows:

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(3)The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accountants for the year ending January 31, 2022.

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The result of the voting was as follows:

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Exhibit 99.2

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ARGAN, INC. DECLARES REGULAR QUARTERLY DIVIDEND OF $0.25 PER SHARE

June 24, 2021– ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) ("Argan”) announced today that its Board of Directors declared a regular quarterly cash dividend in the amount of $0.25 per share of common stock, payable July 30, 2021 to stockholders of record at the close of business on July 22, 2021.

About Argan, Inc.

Argan’s primary business is providing a full range of services to the power industry, including the renewable energy sector. 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, operations management, maintenance, project development and consulting services, through its Gemma Power Systems and Atlantic Projects Company operations. Argan also owns The Roberts Company, which is a fully integrated fabrication, construction and industrial plant services company, and SMC Infrastructure Solutions, which provides telecommunications infrastructure services.

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