NYSE: REX REX AMERICAN RESOURCES Corp 8-K

REX doubles authorized shares to 90M, approves 2026 equity incentive plan

Filed June 3, 2026 · Period ending May 28, 2026 · ~1 min read

Key Changes

high

Authorized common stock doubled from 45M to 90M shares, effective June 1, 2026, providing flexibility for future equity issuances but creating potential dilution risk.

Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
medium

Shareholders approved the 2026 Incentive Plan with 98.5% support, authorizing new stock-based compensation for employees, directors, and service providers.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
medium

All nine directors elected for one-year terms with support ranging from 85.6% (Alphonso) to 98.5% (Rizvi); 29.3M shares represented at annual meeting.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
low

Executive compensation approved on advisory basis with 96.9% support; auditor RSM US LLP ratified with 99.6% approval.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

REX American Resources held its 2026 annual meeting on May 28, with shareholders approving a significant expansion of authorized common stock and a new equity incentive plan. The most material action was doubling authorized shares from 45 million to 90 million, effective June 1, 2026.

This expansion provides management with substantial flexibility for future capital raises, acquisitions, or employee compensation, but also creates meaningful dilution potential for existing shareholders. The 2026 Incentive Plan, approved with 98.5% support, will govern future stock-based compensation grants. Governance votes were routine.

All nine directors won election with healthy support levels (85.6%–98.5%), executive compensation passed its advisory vote with 96.9% approval, and the auditor was ratified at 99.6%. The certificate of incorporation was restated on June 2 to consolidate prior amendments, a purely administrative action. With 29.3 million shares represented, the meeting achieved strong quorum. The authorized share increase warrants monitoring as the company deploys this new capacity.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~100 words

Shareholders approved the REX American Resources Corporation 2026 Incentive Plan on May 28, 2026.

1 Added

Added 2026 Incentive Plan approval medium

Added in current filing · verify on EDGAR →

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”).

Shareholders approved a new equity incentive plan at the 2026 Annual Meeting. The plan allows the company to grant stock-based compensation to employees, directors, and other service providers. A restricted stock award agreement form was also adopted under the plan.

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~200 words

Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.

1 Added

Show 1 minor / wording change

Added Certificate restatement low

Added in current filing · verify on EDGAR →

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

The Board restated the certificate of incorporation on May 28, 2026 to consolidate all prior amendments into a single document, effective June 2, 2026. This is an administrative action that does not change shareholder rights or require additional shareholder approval.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~300 words

REX held its 2026 annual meeting, electing nine directors and approving executive compensation, equity plan amendments, and auditor ratification.

5 Added

Added Director elections medium

Added in current filing · verify on EDGAR →

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. ... 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

All nine director nominees were elected for one-year terms. Support ranged from 85.6% to 98.5% of votes cast. Director Mervyn L. Alphonso received the lowest support at 85.6% (23,727,331 for vs 3,974,484 against), representing 14.4% opposition, while Zafar A. Rizvi received the highest at 98.5%. With 29,310,250 shares entitled to vote, the quorum represented substantial shareholder participation.

Added 2026 Amendment adoption medium

Added in current filing · verify on EDGAR →

3. Adoption of the 2026 Amendment: For | Against | Abstain Broker Non-Votes | 28,891,318 | 384,868 | 34,063 N/A

Shareholders adopted the 2026 Amendment with 98.7% approval (28,891,318 for vs 384,868 against). The filing does not specify what the amendment modifies, but the overwhelming support and absence of broker non-votes suggests it was a routine governance matter.

Added 2026 equity plan approval medium

Added in current filing · verify on EDGAR →

4. Approval of the 2026 Plan: For | Against | Abstain Broker Non-Votes | 27,270,159 | 421,250 | 40,594 1,578,247

Shareholders approved the 2026 Plan with 98.5% support (27,270,159 for vs 421,250 against). This likely authorizes new equity compensation grants to employees and directors, a standard component of annual meetings.

Show 2 minor / wording changes

Added Say-on-pay vote low

Added in current filing · verify on EDGAR →

2. Advisory vote on executive compensation: For | Against | Abstain Broker Non-Votes | 26,834,576 | 854,974 | 42,452 1,578,248

Shareholders approved executive compensation on an advisory basis with 96.9% support (26,834,576 for vs 854,974 against). The 3.1% opposition represents routine approval levels for say-on-pay votes.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

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

Shareholders ratified RSM US LLP as the independent auditor for fiscal 2027 with 99.6% approval (29,137,918 for vs 116,788 against). This represents routine auditor continuity with no disclosed changes or concerns.