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 13, 2017
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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 companyo
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.o
| 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 13, 2017, 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 | 4,997,534 | 487,837 | 2,909 | 0 |
| Lawrence Tomchin | 5,355,709 | 129,372 | 3,199 | 0 |
| Edward M. Kress | 4,573,312 | 911,769 | 3,199 | 0 |
| Charles A. Elcan | 4,930,428 | 554,767 | 3,085 | 0 |
| David S. Harris | 4,939,528 | 545,667 | 3,085 | 0 |
| Mervyn L. Alphonso | 5,065,138 | 419,943 | 3,199 | 0 |
| Lee Fisher | 5,281,083 | 203,988 | 3,209 | 0 |
| Zafar Rizvi | 5,208,380 | 276,732 | 3,168 | 0 |
2. Advisory vote on executive compensation.
| For | Against | Abstain | Broker Non-Votes |
| 5,369,548 | 107,688 | 11,044 | 0 |
3. Advisory vote on the frequency of the advisory vote on executive compensation.
| 3 Years | 2 Years | 1 Year | Abstain | Broker Non-Votes |
| 923,885 | 3,728 | 4,554,816 | 5,851 | 0 |
In light of the voting results as to the frequency of the advisory vote on executive compensation, REX has decided that it will 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.
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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, 2017 | By: | /s/ DOUGLAS L. BRUGGEMAN |
Name: Douglas L. Bruggeman | ||
Title: Vice President-Finance, Chief Financial Officer and Treasurer | ||
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