REX American Resources (REX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, with shareholders voting on key proposals including director elections, executive compensation, an amendment to increase authorized shares, approval of a new incentive plan, and auditor ratification.

• Proxy materials are primarily distributed electronically, with options for shareholders to vote online, by phone, mail, or in person.

• Only holders of common stock as of April 6, 2026, are eligible to vote, with one vote per share.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, advisory say-on-pay, amendment to increase authorized common stock to 90 million shares, approval of the 2026 Incentive Plan, and ratification of the independent auditor.

• Shareholder proposals for the 2027 meeting must be submitted by December 26, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of nine directors, with five determined to be independent under NYSE standards.

• Board leadership is split between an Executive Chairman and a CEO, with a Lead Director providing independent oversight.

• Four standing committees: Audit, Compensation, Nominating/Corporate Governance, and Executive, all with independent members where required.

• Directors attended at least 83% of meetings, with most at 100%.

• The company maintains a Code of Ethics, Corporate Governance Guidelines, and an Insider Trading Policy prohibiting hedging and pledging.