Item 5.02(d) Appointment of Director.

Effective April 7, 2009, Argan, Inc. (the "Company") appointed Cynthia Flanders as a new director to the Board of Directors of the Company (the "Board"). Ms. Flanders' appointment increases the number of Board members to eight.

Ms. Flanders, 55, held a series of positions of increasing responsibility with Bank of America and its predecessor organizations (the "Bank") from 1975 through 2009. Most recently, she served as the Global Commercial Banking Executive for the Bank's Mid-Atlantic region overseeing eight commercial banking markets and over 80 client teams delivering a full array of financial services to over 6,000 small, middle market and micro cap clients in South/Central New Jersey, Pennsylvania, Delaware, Maryland, Virginia and the District of Columbia.

From 2000 to 2008, as a Commercial Market Executive, Ms. Flanders led twelve client management teams covering middle market clients and prospects throughout the Washington, DC metropolitan area.

In addition to spending over 20 years in commercial banking, Ms. Flanders also worked in the consumer banking, operations and finance organizations of the Bank. She is an NASD Registered Principal with Series 7, 24 and 63 securities licenses.

Ms. Flanders received a BS degree from the University of Maryland, RH Smith School of Business, graduating summa cum laude, and a MBA, also from the RH Smith School of Business. She was formerly the President of the University of Maryland Alumni Association, currently serves on its Finance Committee, and is active in various civic and community affairs including serving on the Board of the Boys and Girls Club of Greater Washington.

The Bank has made loans to the Company. We believe that the loans were made in the ordinary course of the Bank's business, that they were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and that they did not involve more than the normal risk of collectibility for the Bank or present it with other unfavorable features.