UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report
(date of earliest event reported): May 28, 2026
REX AMERICAN RESOURCES
CORPORATION
(Exact name of registrant as specified in
its charter)
Commission File Number 001-09097
| Delaware | | 31-1095548 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
7720 Paragon Rd.
Dayton, Ohio 45459
(Address of principal executive offices and
zip code)
Registrant’s telephone number, including
area code: (937) 276-3931
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2 below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.01 par value | REX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) REX American Resources Corporation 2026 Incentive Plan.
On May 28, 2026, the shareholders of REX American Resources Corporation (the “Company”), upon recommendation of the
Company’s Board of Directors, approved the REX American Resources Corporation 2026 Incentive Plan (the “2026 Plan”).
The 2026 Plan is described in the Company’s Proxy Statement for its 2026 Annual Meeting of Shareholders (the “2026
Annual Meeting”), and is included as Exhibit 10(a) to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the Restricted Stock Award Agreement for restricted stock
awards under the 2026 Plan is included as Exhibit 10(b) to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendment to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
At the 2026 Annual Meeting, the shareholders of the Company adopted
an amendment (the “2026 Amendment”) to the Company’s certificate of incorporation, as amended, increasing the
authorized common stock of the Company from 45,000,000 shares to 90,000,000 shares. The 2026 Amendment became effective on June
1, 2026 when it was filed with the Secretary of State of Delaware. The full text of the 2026 Amendment is included as Exhibit 3(i)
to this Current Report on Form 8-K and is incorporated herein by reference.
On May 28, 2026, the Company’s Board of Directors restated
the Company’s certificate of incorporation, to integrate into the certificate of incorporation all amendments (including
the 2026 Amendment) then in effect and operative, as permitted by Section 245 of the Delaware General Corporation Law (as so restated,
the “Restated Certificate”). The Restated Certificate did not further amend the certificate of incorporation and, therefore,
no further vote of the shareholders was required. The Restated Certificate became effective on June 2, 2026 when it was
filed with the Secretary of State of Delaware. The Restated Certificate is included
as Exhibit 3(ii) to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s 2026 Annual Meeting was held on May 28, 2026,
at which the following matters were submitted to a vote of shareholders. The holders of 29,310,250 shares of the Company’s
Common Stock entitled to vote were present in person or by proxy at the 2026 Annual Meeting. Final voting results are shown below.
1. Election of nine directors. The shareholders
elected each of the nine nominees to the Board of Directors for a one-year term by a majority of votes cast.
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
| |
|
|
|
|
| Stuart A. Rose |
26,871,683 |
|
830,097 |
|
30,223 |
1,578,247 |
| Zafar A. Rizvi |
27,288,333 |
|
413,446 |
|
30,223 |
1,578,248 |
| Edward M. Kress |
25,523,524 |
|
2,178,859 |
|
29,619 |
1,578,248 |
| David S. Harris |
24,983,116 |
|
2,714,672 |
|
34,214 |
1,578,248 |
| Charles A. Elcan |
25,196,864 |
|
2,504,951 |
|
30,187 |
1,578,248 |
| Mervyn L. Alphonso |
23,727,331 |
|
3,974,484 |
|
30,187 |
1,578,248 |
| Lee I. Fisher |
26,645,564 |
|
1,056,253 |
|
30,186 |
1,578,248 |
| Anne C. MacMillan |
27,343,386 |
|
358,430 |
|
30,186 |
1,578,248 |
| Cheryl L. Bustos |
25,679,560 |
|
2,022,171 |
|
30,271 |
1,578,248 |
2. Advisory vote on executive compensation:
| |
For |
|
Against |
|
Abstain |
Broker Non-Votes |
| |
|
|
|
|
|
|
| |
26,834,576 |
|
854,974 |
|
42,452 |
1,578,248 |
3. Adoption of the 2026 Amendment:
| |
For |
|
Against |
|
Abstain |
Broker Non-Votes |
| |
|
|
|
|
|
|
| |
28,891,318 |
|
384,868 |
|
34,063 |
N/A |
4. Approval of the 2026 Plan:
| |
For |
|
Against |
|
Abstain |
Broker Non-Votes |
| |
|
|
|
|
|
|
| |
27,270,159 |
|
421,250 |
|
40,594 |
1,578,247 |
5. Ratification of the appointment of RSM
US LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2027:
| |
For |
|
Against |
|
Abstain |
Broker Non-Votes |
| |
|
|
|
|
|
|
| |
29,137,918 |
|
116,788 |
|
55,543 |
N/A |
| Item 9.01 |
Financial Statements and Exhibits. |
The following exhibits are filed with this Current Report on Form
8-K:
| Exhibit No. |
Description |
| |
|
| 3(i) |
Amendment to Certificate of Incorporation, as amended, of REX American Resources Corporation* |
| |
|
| 3(ii) |
Restated Certificate of Incorporation of REX American Resources Corporation* |
| |
|
| 10(a) |
REX American Resources Corporation 2026 Incentive Plan* |
| |
|
| 10(b) |
Form of Restricted Stock Award Agreement under the REX American Resources 2026 Incentive Plan* |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| |
REX AMERICAN RESOURCES CORPORATION |
|
| |
|
|
|
| Date: June 3, 2026 |
By: |
/s/ Douglas L.
Bruggeman |
|
| |
|
Name: Douglas L. Bruggeman |
|
| |
|
Title: Vice President-Finance, Chief Financial Officer and Treasurer |
0000744187
false
--01-31
REX AMERICAN RESOURCES CORPORATION
0000744187
2026-05-28
2026-05-28
