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 11, 2024

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 11, 2024, at which the following matters were submitted to a vote of shareholders. The holders of 15,029,483 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.

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	13,854,442	1,167,159	7,882	0
Zafar A. Rizvi	14,727,509	294,092	7,882	0
Edward M. Kress	13,170,631	1,851,570	7,282	0
David S. Harris	9,876,962	5,145,239	7,282	0
Charles A. Elcan	13,427,537	1,594,664	7,282	0
Mervyn L. Alphonso	12,336,608	2,685,545	7,330	0
Lee I. Fisher	14,275,105	746,796	7,582	0
Anne C. MacMillan	14,707,927	314,274	7,282	0
Cheryl L. Bustos	14,405,296	616,905	7,282	0

Advisory vote on executive compensation.

		For		Against		Abstain		Broker Non-Votes
		13,940,829		410,073		678,580		0

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 14, 2024	By:	/s/ DOUGLAS L. BRUGGEMAN
		Name: Douglas L. Bruggeman
		Title: Vice President - Finance, Chief Financial Officer and Treasurer