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 21, 2022

REX AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

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 the Company was held on June 16, 2022, at which the following matters were submitted to a vote of shareholders. The holders of 4,973,567 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.

Item 8.01 Other Events

On June 21, 2022, the Compensation Committee of the Board of Directors of REX American Resources Corporation (the “Company”) approved a revised form of Restricted Stock Award Agreement for awards of restricted Common Stock of the Company granted under the REX American Resources Corporation 2015 Incentive Plan (the “Plan”). A copy of the revised form of Restricted Stock Award Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

On June 21, 2022, the Board of Directors of the Company adopted resolutions declaring a three-for-one split of the Company’s Common Stock to be effectuated in the form of a 200% stock dividend, payable on August 5, 2022 to stockholders of record at the close of business on July 29, 2022. A copy of the press release issued by the Company on June 22, 2022 announcing the stock split is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, and the Company’s undertaking contained in Item 512(a)(1)(iii)(B) of Regulation S-K, the number of shares of the Company’s Common Stock covered by the Company’s Registration Statement on Form S-8 (Registration No. 333-205419) with respect to the Plan shall be deemed to cover an additional 894,928 shares of Common Stock that may be offered or issued under the Plan as a

result of adjustments made by the Compensation Committee of the Board of Directors in the number of shares that may be issued under the Plan and outstanding awards under the Plan to prevent dilution by reason of the stock split to be effectuated in the form of a stock dividend referred to above.

Item 9.01. Financial Statements and Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

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.