Argan (AGX) Proxy Filing summary

Executive summary

• Reported $874M in revenues, $6.15 diluted EPS, $114M EBITDA, $525M in cash/investments, and $1.36B project backlog as of January 31, 2025.

• Power industry services accounted for 79% of revenues, with significant growth in renewable and gas-fired projects.

• Fiscal 2025 saw a 52.5% increase in consolidated revenues and an 80% increase in project backlog year-over-year.

• Returned $19.8M to shareholders via dividends and share repurchases; increased quarterly dividend by 25% to $0.375 per share.

• Hosted first Investor Day at NYSE and expanded shareholder engagement initiatives.

Voting matters and shareholder proposals

• Election of nine directors to serve until the 2026 annual meeting.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of such votes (say-on-frequency), with board recommending annual votes.

• Approval of an amendment to the Certificate of Incorporation to limit personal liability of certain officers.

• Ratification of Grant Thornton LLP as independent registered public accountants for fiscal year ending January 31, 2026.

Board of directors and corporate governance

• Board consists of nine nominees, with 78% qualifying as independent.

• Board committees: Audit, Compensation, Nominating/Corporate Governance, Responsible Business, and Executive.

• Board and committee meetings had 100% attendance in fiscal 2025.

• New directors added in 2024 and 2025 to enhance board diversity and expertise.

• Board succession planning and director nomination process emphasize diversity, integrity, and relevant experience.