SEC Comment Letter 0000000000-23-008656 to ARGAN INC (AGX) (CIK 0000100591) (AGX)
ARGAN INC (AGX) (CIK 0000100591)
Date: Aug. 9, 2023 · CIK: 0000100591 · Accession: 0000000000-23-008656
AI Filing Summary & Sentiment
File numbers found in text: 001-31756
Letter
United States securities and exchange commission logo August 9, 2023 David H. Watson Chief Executive Officer Argan, Inc. One Church Street Suite 201 Rockville, MD 20850 Re:Argan, Inc. Definitive Proxy Statement on Schedule 14A Filed May 1, 2023 File No. 001-31756 Dear David H. Watson: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed May 1, 2023 Pay Versus Performance, page 54 1.Please revise the table that provides a reconciliation of the adjustments to the totals as presented in the Summary Compensation Table to compensation actually paid to show each of the numerical amounts deducted and added pursuant to Regulation S-K Item 402(v)(2)(iii). We note that you have provided one line item in the Summary Compensation Table for vested and unvested stock-based awards. See Regulation S-K Item 402(v)(3). For guidance, refer to Regulation S-K Compliance and Disclosure Interpretations Questions 128D.03 and 128D.04. 2.We note that you have included EBITDA as a percentage of Revenues, a non-GAAP measure, as your Company-Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please provide disclosure showing how this number is calculated from your audited financial statements, as required by Regulation S-K Item 402(v)(2)(v). We note your reference in footnote (7) to further discussion in the Compensation Discussion and Analysis, but we are unable to locate disclosure showing how your Company-Selected Measure is derived from the audited financial statements. If the required disclosure appears in a different part of the definitive proxy statement, you may satisfy the disclosure requirement by a cross-reference thereto; however, incorporation by reference to a
FirstName LastNameDavid H. Watson Comapany NameArgan, Inc. August 9, 2023 Page 2 FirstName LastName David H. Watson Argan, Inc. August 9, 2023 Page 2 separate filing will not satisfy this disclosure requirement. Please contact Isabel Rivera at 202-551-3518 or Amanda Ravitz at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
August 9, 2023
David H. Watson
Chief Executive Officer
Argan, Inc.
One Church Street
Suite 201
Rockville, MD 20850
Re:Argan, Inc.
Definitive Proxy Statement on Schedule 14A
Filed May 1, 2023
File No. 001-31756
Dear David H. Watson:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed May 1, 2023
Pay Versus Performance, page 54
1.Please revise the table that provides a reconciliation of the adjustments to the totals as
presented in the Summary Compensation Table to compensation actually paid to show
each of the numerical amounts deducted and added pursuant to Regulation S-K Item
402(v)(2)(iii). We note that you have provided one line item in the Summary
Compensation Table for vested and unvested stock-based awards. See Regulation S-K
Item 402(v)(3). For guidance, refer to Regulation S-K Compliance and Disclosure
Interpretations Questions 128D.03 and 128D.04.
2.We note that you have included EBITDA as a percentage of Revenues, a non-GAAP
measure, as your Company-Selected Measure pursuant to Regulation S-K Item
402(v)(2)(vi). Please provide disclosure showing how this number is calculated from your
audited financial statements, as required by Regulation S-K Item 402(v)(2)(v). We note
your reference in footnote (7) to further discussion in the Compensation Discussion and
Analysis, but we are unable to locate disclosure showing how your Company-Selected
Measure is derived from the audited financial statements. If the required disclosure
appears in a different part of the definitive proxy statement, you may satisfy the disclosure
requirement by a cross-reference thereto; however, incorporation by reference to a
FirstName LastNameDavid H. Watson
Comapany NameArgan, Inc.
August 9, 2023 Page 2
FirstName LastName
David H. Watson
Argan, Inc.
August 9, 2023
Page 2
separate filing will not satisfy this disclosure requirement.
Please contact Isabel Rivera at 202-551-3518 or Amanda Ravitz at 202-551-3412 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program