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Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Argyle Security, Inc. (the “Company”) previously reported on a Current Report on Form 8-K dated October 1, 2009, that by a written consent dated October 1, 2009 (the “Stockholder Consent”), the holders of a majority of the issued and outstanding shares of the Company’s common stock, $.0001 par value, and the Company’s Series B Convertible Preferred Stock, $.0001 par value per share, voting together as a class, on an as-converted basis, approved the following actions (collectively, the “Stockholder Consent Actions”):

(A) The amendment and restatement of the Company’s Bylaws; and

(B) The appointment and election of James Read, Robert Davies, Mark Evers, Shawn St. Jean, Bradley Jay, Bal Johal, Luke Jones and Ian Wallis to fill eight (8) newly created directorships in the Board created by the increase in the number of directors constituting the entire Board from six (6) to fourteen (14).

Effective October 12, 2009, each of Lloyd E. Campbell, John “Chip” Smith and General Wesley K. Clark resigned as a director of the Company. At the time of his resignation, Mr. Campbell served as Chairman of the Corporate Governance and Nominating Committee and as a member of the Audit and the Compensation Committees of the Board of Directors of the Company, Mr. Smith served as Chairman of the Compensation Committee and as a member of the Audit and the Corporate Governance and Nominating Committees of the Board of Directors of the Company, and Gen. Clark served as a member of the Compensation Committee of the Board of Directors of the Company.

The Company wants to thank General Clark, Mr. Smith and Mr. Campbell for their exceptional service as directors over the past several years.

By resolutions duly adopted by the Company’s Board of Directors, effective October 13, 2009, (i) each of Messrs. Bal Johal, Ian Wallis, Luke Jones and Bradley Jay resigned as a director of the Company, (ii) the number of directors constituting the entire Board of Directors was reduced from fourteen (14) to seven (7) and (iii) the following persons remained as directors of the Company for the terms set forth opposite such person’s name:

A copy of the press release announcing the forgoing is attached hereto as Exhibit 99.1.

Item 8.01 Other Events.

Dismissal of Pending Actions in Delaware Chancery Court

By resolutions duly adopted by the six incumbent board members of the Company as of October 9, 2009, the six incumbent directors confirmed and ratified the Stockholder Consent Actions. As a result of such confirmation and ratification, on October 13, 2009, Mezzanine Management Fund IV A, L.P. and Mezzanine Management Fund IV Coinvest ‘A’, L.P. filed a notice with the Delaware Court of Chancery to voluntarily dismiss, without prejudice, the pending claim under Section 225 of the Delaware General Corporation Law to hear and confirm the validity of the Stockholder Consent Actions in amending and restating the Company’s Bylaws and filling the eight (8) newly created directorships on the Board and the request for a status quo order permitting the incumbent directors and management to continue to manage the Company’s day-to-day operations during the pendency of the proceeding, but preventing them from taking any corporate actions not conducted in the ordinary course of business.

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SIGNATURES  

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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