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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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 | |||
