Current Report Filing (8-k)
21 June 2023 - 4:04AM
Edgar (US Regulatory)
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): June
15, 2023
REX AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 001-09097 | | 31-1095548 |
| (State or other jurisdiction | | (Commission File No.) | | (IRS Employer Identification No.) |
| of incorporation) | | | | |
| 7720 Paragon Road Dayton, Ohio | | 45459 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area
code: (937) 276-3931
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:
☐ 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 |
| Commons 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 5.07. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of the Company
was held on June 15, 2023, at which the following matters were submitted to a vote of shareholders. The holders of 15,279,534 shares of
the Company’s Common Stock entitled to vote were present in person or by proxy at the 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 |
|
14,032,092 |
|
1,242,581 |
|
4,861 |
|
0 |
| Zafar A. Rizvi |
|
14,891,793 |
|
384,227 |
|
3,514 |
|
0 |
| Edward M. Kress |
|
13,377,480 |
|
1,898,453 |
|
3,601 |
|
0 |
| David S. Harris |
|
9,861,161 |
|
5,414,862 |
|
3,511 |
|
0 |
| Charles A. Elcan |
|
10,824,093 |
|
4,451,930 |
|
3,511 |
|
0 |
| Mervyn L. Alphonso |
|
9,762,373 |
|
5,513,560 |
|
3,601 |
|
0 |
| Lee I. Fisher |
|
14,519,076 |
|
756,947 |
|
3,511 |
|
0 |
| Anne C. MacMillan |
|
14,649,987 |
|
625,736 |
|
3,811 |
|
0 |
| Cheryl L. Bustos |
|
15,100,684 |
|
175,215 |
|
3,635 |
|
0 |
| |
2. |
Advisory vote on executive compensation. |
| |
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| |
|
15,146,809 |
|
123,151 |
|
9,574 |
|
0 |
| |
3. |
Advisory vote the frequency of advisory votes on executive compensation. |
| |
|
3 Years |
|
2 Years |
|
1 Year |
|
Abstain |
|
Broker Non-Votes |
| |
|
3,171,754 |
|
14,370 |
|
12,089,111 |
|
4,299 |
|
0 |
In light of the voting results as to the frequency
of the advisory vote on executive compensation, REX has decided that it will continue to include a shareholder advisory vote on executive
compensation in its proxy materials every year. REX is required to hold an advisory vote on frequency at least once every six years.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. |
Description |
| 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 hereunto duly authorized.
| |
REX AMERICAN RESOURCES CORPORATION |
| |
| Date: June 20, 2023 |
By: |
/s/ DOUGLAS L. BRUGGEMAN |
| |
|
Name: Douglas L. Bruggeman |
| |
|
Title: Vice President - Finance,
Chief Financial Officer and Treasurer |
false
0000744187
0000744187
2023-06-15
2023-06-15
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