Argan (AGX) Proxy Filing summary

Executive summary

• Fiscal 2025 saw revenues of $874M, diluted EPS of $6.15, EBITDA of $114M, and $525M in cash and investments, with a project backlog of $1.36B and net liquidity of $301M.

• Power industry services accounted for 79% of revenues, with significant growth in renewable and gas-fired projects; industrial construction and telecom infrastructure contributed 19% and 2%, respectively.

• The company increased its quarterly dividend by 25% and expanded its share repurchase program, returning nearly $20M to shareholders in the year.

• Project backlog grew by 80% year-over-year, driven by new awards in power and industrial segments, including major renewable and natural gas projects.

• Total shareholder return over five years was approximately 280%, outperforming both the S&P 500 and the heavy construction peer index.

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 the board recommending annual votes.

• Approval of an amendment to the Certificate of Incorporation to limit personal liability of certain officers, aligning with recent Delaware law changes.

• Ratification of Grant Thornton LLP as independent registered public accountants for fiscal 2026.

Board of directors and corporate governance

• Board consists of nine nominees, with 78% qualifying as independent; new directors added to enhance diversity and expertise.

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

• All committee members (except Executive) are independent; committee charters updated in June 2024 to meet NYSE requirements.

• Board and committee meetings had 100% attendance in fiscal 2025, except for one director.