REX American Resources (REX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2025, to elect nine directors, hold advisory vote on executive compensation, and ratify the independent auditor for fiscal 2025.

• Only shareholders of record as of April 15, 2025, are entitled to vote; one class of common stock with 16,615,879 shares outstanding.

• Proxy materials are available online, and shareholders are encouraged to vote by proxy even if attending in person.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) advisory say-on-pay vote on executive compensation, (3) ratification of RSM US LLP as independent auditor for fiscal 2025, and (4) other business as may arise.

• Shareholder proposals for the 2026 meeting must be received by December 26, 2025, for inclusion in proxy materials.

• Shareholder recommendations for director candidates must be received by January 2, 2026.

Board of directors and corporate governance

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

• Board committees: Audit, Compensation, Nominating/Corporate Governance, and Executive; all committee members are independent except the Executive Committee.

• Board leadership structure separates CEO and Executive Chairman roles; Lead Director presides over executive sessions.

• Code of Ethics, Corporate Governance Guidelines, and committee charters are posted online.

• Insider Trading Policy prohibits pledging and hedging of company securities by directors and officers.