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 6, 2018
REX AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-09097 | 31-1095548 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
| 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 (see General Instruction A.2. below):
☐ 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))
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 REX American Resources Corporation was held on June 6, 2018, at which the following matters were submitted to a vote of shareholders. Final voting results are shown below.
1. Election of eight directors. The shareholders elected each of the eight 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 | 5,033,857 | 576,229 | 5,454 | 0 |
| Zafar Rizvi | 5,288,484 | 320,927 | 6,129 | 0 |
| Edward M. Kress | 4,486,778 | 1,122,976 | 5,786 | 0 |
| David S. Harris | 4,698,977 | 910,552 | 6,011 | 0 |
| Charles A. Elcan | 4,710,723 | 899,031 | 5,786 | 0 |
| Mervyn L. Alphonso | 4,837,532 | 689,983 | 88,025 | 0 |
| Lee Fisher | 5,327,990 | 282,114 | 5,436 | 0 |
2. Advisory vote on executive compensation.
| For | Against | Abstain | Broker Non-Votes |
| 5,450,669 | 158,846 | 6,025 | 0 |
| 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 7, 2018 | By: | /s/ DOUGLAS L. BRUGGEMAN |
| Name: Douglas L. Bruggeman | ||
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Title: Vice President-Finance, Chief Financial Officer and Treasurer | |