Rex American Resources Corp — Current Report (Form 8-K)

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

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):

Securities registered pursuant to Section 12(b) of the Act:

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.

2. Advisory vote on executive compensation:

3. Adoption of the 2026 Amendment:

4. Approval of the 2026 Plan:

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:

The following exhibits are filed with this Current Report on Form 8-K:

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.