Argan (AGX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2026, to elect nine directors, approve executive compensation (say-on-pay), and ratify Grant Thornton LLP as independent auditors for fiscal 2027.

• Record revenues of $945M, EBITDA of $163M, and EPS of $9.74 for fiscal 2026, with a project backlog of $2.93B and net liquidity of $421M.

• Strong stockholder engagement, including outreach to top 25 holders and regular quarterly earnings calls.

• Proxy materials primarily delivered electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of nine directors to serve until the 2027 Annual Meeting.

• Advisory vote on executive compensation (say-on-pay), with annual frequency.

• Ratification of Grant Thornton LLP as independent auditors for fiscal 2027.

• Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• Board consists of nine members, 78% independent, with diverse skills in finance, industry, risk management, and governance.

• Board leadership split between Chairman (independent) and CEO; regular executive sessions of independent directors.

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

• Stock ownership guidelines for directors set at 8x annual base fee, to be achieved within five years.

• New director orientation and annual board performance evaluations.