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.





   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       4,560,288    412,684      595            0
Zafar A. Rizvi       4,750,204    222,718      645            0
Edward M. Kress      4,445,764    527,208      595            0
David S. Harris      3,471,417   1,501,555     595            0
Charles A. Elcan     3,771,083   1,201,889     595            0
Mervyn L. Alphonso   3,383,121   1,558,270   32,176           0
Lee I. Fisher        4,357,111    615,437     1,019           0
Anne C. MacMillan    4,361,612    611,260      695            0



  2. Advisory vote on executive compensation.



       For      Against   Abstain   Broker Non-Votes
    4,872,700   98,777     2,090           0


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





(d) Exhibits:

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





Exhibit No.          Description
10.1                   Form of Restricted Stock Award Agreement under the REX
                     American Resources Corporation 2015 Incentive Plan*
99.1                   Press release issued by the Company on June 22, 2022*
104                  Cover Page Interactive Data File (embedded within the Inline
                     XBRL document)



* Filed herewith.

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