REX AMERICAN RESOURCES Corp

8-K · c116492_8k-ixbrl.htm iXBRL

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.

  

 (d)
 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)

  

 *
 Filed herewith.
  

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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 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

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 2026-05-28
 2026-05-28