Date: 8/18/2022
Form: 8-K - Current report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
(b), (c) The Board of Directors (the "Board”) of Argan, Inc. (the "Company”) has promoted David H. Watson, age 46, to be the Company’s President and Chief Executive Officer ("CEO”) and has appointed him to the Board of Directors, effective August 16, 2022. Mr. Watson has served as the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary since October 2015.
Mr. Watson will replace Rainer H. Bosselmann, who is retiring from the CEO and Chairman of the Board positions but who will continue to serve as a member of the Board. Mr. Bosselmann has entered into a Retirement Agreement with the Company, effective August 16, 2022, that allows for payment of $225,000 per annum and benefits for three years. A copy of Mr. Bosselmann’s Retirement Agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference. Mr. Bosselmann’s retirement is not due to a disagreement with the Company or any of the members of the Board regarding the Company’s operations, policies or practices.
The Board has also promoted Richard H. Deily, age 68, to the position of Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary effective August 16, 2022. Mr. Deily was hired by the Company in October 2007 and has served the Company as its Vice President, Corporate Controller, since January 2015.
Compensation arrangements for Mr. Watson and Mr. Deily are being considered by the Board and corresponding employment agreements will be filed with an amendment to this Current Report on Form 8-K when they are executed.
Lastly, the Board has also appointed current Board member William F. Leimkuhler as Chairman of the Board, effective August 16, 2022.
On August 18, 2022, the Company issued a press release announcing the above-described changes. A copy of Argan’s press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
| Description |
10.1 | Retirement Agreement dated as of August 16, 2022 by and between Argan, Inc. and Rainer H. Bosselmann | |
99.1 |
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104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
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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| ARGAN, INC. | ||||
Date: August 18, 2022 |
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| By: |
| /s/ David H. Watson | |
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| David H. Watson | |||
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| President and Chief Executive Officer | |||
Exhibit 10.1
One Church Street
Suite 201
Rockville, MD 20850
301-315-0027
fax 301-315-0064
www.arganinc.com
August 16, 2022
To the Board of Directors of Argan, Inc.
I hereby elect to retire as Chairman of the Board of Directors of Argan, Inc. ("Argan”), as a member of the Boards of Directors of each of Argan’s subsidiaries and from each position as an officer of Argan and each of its subsidiaries, in each case effective as of the date hereof. Accordingly, my Employment Agreement is hereby terminated.
This election is being made upon the conditions that (i) I shall be entitled for a period of 36 months to the continuation of monthly payments and all benefits, as provided for in Section 4(a) and Section 5 of my Employment Agreement (in lieu of any fees for serving as a director), respectively, excluding sick and vacation time, (ii) I shall continue to use my current office in the Rockville headquarters of Argan for that period, and (iii) I shall be entitled to enter into any activities that may be deemed in competition with Argan, provided, however, that if I do enter into such competitive activities, I will immediately resign from the Board of Directors of Argan and will no longer be able to maintain an office at Argan.
| /s/ Rainer Bosselmann |
| Rainer Bosselmann |
Exhibit 99.1
Argan, Inc. Announces Founder, Chairman and CEO Retirement and Succession
August 18, 2022 – ROCKVILLE, MD – Argan, Inc. (NYSE: AGX) ("Argan” or the "Company”) announces today that Rainer H. Bosselmann, Founder, Chairman and Chief Executive Officer retired effective August 16, 2022. The Board of Directors of Argan (the "Board”) has appointed David H. Watson to succeed Mr. Bosselmann as President and Chief Executive Officer ("CEO”) and Mr. Watson will also join the Board.
"On behalf of the Board, the management team, and Argan’s employees, we want to thank Rainer for his leadership and significant, positive impact over almost two decades with the organization,” said James Quinn, Argan’s lead independent board member. "A steadfast and conservative leader, Rainer founded Argan in 2003 and fostered the management team that is in place today. During his tenure, he played a significant role in transforming the Company from a small, $30 million company to an international business with annual revenues and a market cap that exceed $500 million today. He built up the balance sheet, focused on margins, empowered employees throughout the organization and returned to shareholders approximately $175 million in dividends and $75 million in share repurchases. In addition, Rainer was instrumental in the evolution of Argan with the transformative acquisition of Gemma Power Systems in 2006. The Board is sincerely grateful to Rainer for his dedication to Argan and positive impact on shareholder value. We are all thankful that he has agreed to continue serving as a member of the Board.”
"David has worked closely with me as Chief Financial Officer ("CFO”) of Argan for almost seven years and the transition should be seamless,” said Mr. Bosselmann. "He has a deep understanding of our businesses, good rapport with investors and a strong track record of leadership and execution.”
"I want to thank Rainer and the Board for their confidence in me as I step into this role,” said Mr. Watson. "These are big shoes to fill and I pledge to work tirelessly with all of our employees to build on past successes and to lead the Company into its future.”
With Mr. Watson taking on the President and CEO position, long time Corporate Controller, Richard H. Deily, will step into the CFO position. Mr. Deily joined the Company in October 2007 and has worked closely with Mr. Watson and Mr. Bosselmann over the years. Additionally, current Board member William F. Leimkuhler has been appointed Chairman of the Board.
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.
Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Reference is hereby made to the cautionary statements made by the Company with respect to risk factors set forth in its most recent reports on Form 10-K, Forms 10-Q and other SEC filings. The Company’s future financial performance is subject to risks and uncertainties including, but not limited to, the successful addition of new contracts to project backlog, the receipt of corresponding notices to proceed with contract activities, the Company’s ability to successfully complete the projects that it obtains and the resurgence of the COVID-19 pandemic due to the spread of various variants. The Company has several signed EPC contracts that have not started and may not start as forecasted due to market and other circumstances beyond its control. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to the risk factors highlighted above and described regularly in the Company’s SEC filings.
Company Contact: |
David Watson |
301.315.0027 |