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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