REX American Resources (REX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 28, 2026, with key items including director elections, executive compensation advisory vote, amendment to increase authorized shares, approval of a new incentive plan, and auditor ratification.

• Shareholders of record as of April 6, 2026, are eligible to vote; proxy materials are primarily distributed online to reduce costs.

• The Board recommends voting in favor of all proposals, emphasizing alignment of executive incentives with shareholder interests and future growth flexibility.

Voting matters and shareholder proposals

• Nine directors are nominated for election to serve until the next annual meeting.

• Advisory vote on executive compensation (say-on-pay) is held annually.

• Proposal to amend the Certificate of Incorporation to increase authorized common stock from 45 million to 90 million shares.

• Proposal to approve the 2026 Incentive Plan, authorizing 1.5 million shares for equity awards.

• Ratification of RSM US LLP as independent auditor for fiscal 2026.

• Shareholder proposals for the 2027 meeting must be received by December 26, 2026.

Board of directors and corporate governance

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

• Board leadership structure separates CEO and Executive Chairman roles, with a Lead Director providing independent oversight.

• Four standing committees: Audit, Compensation, Nominating/Corporate Governance, and Executive.

• Directors are encouraged to attend meetings; attendance in fiscal 2025 was high.

• Code of Ethics, Corporate Governance Guidelines, and committee charters are publicly available.