UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 | ||