SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
|¨||Preliminary Proxy Statement|
|¨||CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (as permitted by Rule 14a-6(e)(2))|
|¨||Definitive Proxy Statement|
|x||Definitive Additional Materials|
|¨||Soliciting Material under Section 240.14a-12|
REX American Resources Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|x||No fee required.|
|¨||Fee previously paid with preliminary materials.|
|¨||Fee computed in table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.|
ANNUAL MEETING OF SHAREHOLDERS OF
REX AMERICAN RESOURCES CORPORATION
June 15, 2023
|PROXY VOTING INSTRUCTIONS|
INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
Vote online until 11:59 PM EST the day before the meeting.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Annual Meeting.
GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
|NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:|
The Notice of Meeting, proxy statement and proxy card
are available at https://investors.rexamerican.com/ir-resources/annual-meeting
â Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. â
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH DIRECTOR NOMINEE, |
“FOR” ITEM 2 AND “1 YEAR” ON PROPOSAL 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
|This proxy is solicited on behalf of the Board of Directors and will be voted as directed herein. If no direction is given, this proxy will be voted in accordance with the Board of Directors’ recommendations.||1.||ELECTION OF DIRECTORS|
|INSTRUCTION: Please mark your vote for each nominee separately|
|Stuart A. Rose||o||o||o|
|Zafar A. Rizvi||o||o||o|
|Edward M. Kress||o||o||o|
|David S. Harris||o||o||o|
|Charles A. Elcan||o||o||o|
|Mervyn L. Alphonso||o||o||o|
|Lee I. Fisher||o||o||o|
|Anne C. MacMillan||o||o||o|
|Cheryl L. Bustos||o||o||o|
|2.||ADVISORY VOTE to approve executive compensation.||o||o||o|
|1 YEAR||2 YEARS||3 YEARS||ABSTAIN|
|3.||ADVISORY VOTE on the frequency of advisory votes on executive compensation.||o||o||o||o|
|4.||IN THEIR DISCRETION the proxies are authorized to vote upon such other business as may properly come before the Meeting.|
|To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.||o|
|Signature of Shareholder||Date:||Signature of Shareholder||Date:|
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.