Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Election of Cheryl L. Bustos as a Director
Effective as of February 10, 2023 (the "Effective Date"). the Board of Directors
("Board") of REX American Resources Corporation (the "Company") expanded the
size of the Board from eight directors to nine directors and elected Cheryl L.
Bustos as a director. Ms. Bustos was elected to a term expiring at the 2023
Annual Meeting of Shareholders or until her successor is duly elected and
qualified. The Board has determined that Ms. Bustos is independent within the
meaning of Section 303A.02 of the New York Stock Exchange Listed Company Manual.
There are no transactions involving Ms. Bustos that would be required to be
reported under Item 404(a) of Regulation S-K.
The Board has named Ms. Bustos to the Board's Audit Committee, Compensation
Committee and Nominating/Corporate Governance Committee.
As of the Effective Date, Ms. Bustos will participate in the Company's standard
non-employee director compensation arrangements. Under those arrangements, Ms.
Bustos will receive an annual retainer of $70,000 per year (plus reasonable
travel expenses) and an additional $5,000 per year retainer for serving on one
or more committees of the Board. Commencing at the 2023 Annual Meeting of the
Compensation Committee, Ms. Bustos also will be eligible to receive an annual
$50,000 grant of restricted stock under the Company's 2015 Incentive Plan based
on the closing price of the Company's common stock on the date of grant, vesting
in one-third installments on the first three anniversaries of the grant date.
Ms. Bustos will receive a pro rated portion of the annual retainer for the
portion of the year she serves as a director prior to the 2023 Annual Meeting of
Shareholders.
On February 13, 2023, the Company issued a press release that announced the
election of Ms. Bustos as a director, a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
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
99.1 Press Release of the Company dated February 13, 2023.
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