STOCK TITAN
  1. Home
  2. Sec-filings
  3. REX
  4. [8-K] REX AMERICAN RESOURCES Corp Reports Material Event

Executive contracts at REX (NYSE: REX) sharply raise bonus limits

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

REX American Resources updated employment agreements for Executive Chairman Stuart A. Rose, CEO Zafar A. Rizvi, and CFO Douglas L. Bruggeman, effective as of February 1, 2026. The new contracts significantly raise their potential annual cash bonuses and clarify severance and change-in-control protections.

Rose’s maximum annual bonus increases from $2,500,000 to $4,000,000, with a termination bonus cap rising from $3,000,000 to $5,000,000, and an annual base salary of $225,000. Rizvi’s maximum annual bonus rises from $5,000,000 to $12,000,000, with a termination bonus cap also moving from $6,000,000 to $12,000,000 and base salary of $275,000. Bruggeman’s maximum annual bonus increases from $2,500,000 to $4,000,000, his termination bonus cap from $3,000,000 to $5,000,000, and base salary is set at $300,000.

Each agreement details payments upon various termination scenarios, including “For Cause,” death or disability, voluntary termination (subject to service and age conditions), and termination for “Good Reason” following a “Change in Control,” as well as continued eligibility to exercise incentive awards, customary benefits, and one-year post-employment non-compete and confidentiality restrictions.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Rose max annual bonus $4,000,000 Increased from $2,500,000 under new Employment Agreement
Rose termination bonus cap $5,000,000 If terminated without cause, up from $3,000,000
Rizvi max annual bonus $12,000,000 Increased from $5,000,000 under Rizvi Employment Agreement
Rizvi termination bonus cap $12,000,000 If terminated without cause, up from $6,000,000
Bruggeman max annual bonus $4,000,000 Increased from $2,500,000 under Bruggeman Employment Agreement
Bruggeman termination bonus cap $5,000,000 If terminated without cause, up from $3,000,000
Executive base salaries $225,000–$300,000 Rose $225,000; Rizvi $275,000; Bruggeman $300,000 annually
Employment Agreement financial
"approved forms of new employment agreements (the “Employment Agreements”)"
For Cause financial
"terminated by REX Management other than “For Cause” (as defined in the ... Agreement)"
"For cause" is a contractual standard used when an employer, board, or other party removes someone because they violated rules, broke the contract, committed misconduct, or failed to do their required job. It matters to investors because a "for cause" finding often limits payouts, affects whether stock awards or buyout protections kick in, and signals higher leadership or governance risk—think of it as being fired for a specific reason rather than let go for business reasons.
Change in Control financial
"within 12 months following a “Change in Control” (as defined in the relevant Employment Agreement)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason financial
"In the event the employee terminates employment for “Good Reason” (as defined in the relevant Employment Agreement)"
non-employee directors financial
"assess the compensation payable to the Company’s named executive officers and non-employee directors"
Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

 

 

FORM 8-K 

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): June 29, 2026

 

REX AMERICAN RESOURCES

CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   001-09097   31-1095548
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

7720 Paragon Rd.
Dayton, Ohio 45459

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (937) 276-3931

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value REX New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In December 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of REX American Resources Corporation (the “Company”) engaged Pearl Meyer & Partners LLC (“Pearl Meyer”) to assess the compensation payable to the Company’s named executive officers and non-employee directors and make recommendations for market-based adjustments.

 

Following its review of Pearl Meyer’s recommendations, on May 28, 2026, the Compensation Committee approved and recommended to the Board for approval, and the Board approved, forms of new employment agreements (the “Employment Agreements”) between REX Management, Inc., an Ohio corporation and an indirect wholly-owned subsidiary of the Company (“REX Management”), and Stuart A. Rose, the Company’s Executive Chairman of the Board, Zafar A. Rizvi, the Company’s Chief Executive Officer, and Douglas L. Bruggeman, the Company’s Vice President-Finance, Chief Financial Officer and Treasurer, effective as of February 1, 2026.

 

The Employment Agreements with Messrs. Rose, Rizvi, and Bruggeman were executed on June 29, 2026, and are briefly described below. The Employment Agreements supersede the prior employment agreements entered into with each of Messrs. Rose, Rizvi, and Bruggeman.

 

Employment Agreements

 

Mr. Rose’s Employment Agreement (the “Rose Employment Agreement”) increased the annual maximum bonus from $2,500,000 to $4,000,000 for Mr. Rose (the “Rose Annual Bonus Limitation”). In addition, the Rose Employment Agreement increased the maximum amount of the bonus Mr. Rose will be entitled to receive in the event his employment is terminated by REX Management other than “For Cause” (as defined in the Rose Employment Agreement) or due to death or total disability (which is to be calculated without regard to the Rose Annual Bonus Limitation and paid in cash), from $3,000,000 to $5,000,000. The Rose Employment Agreement also provides for an annual base salary of $225,000 and an annual cash and/or incentive plan bonus computed based upon the earnings of the Company (as further set forth in the Rose Employment Agreement).

 

Mr. Rizvi’s Employment Agreement (the “Rizvi Employment Agreement”) increased the annual maximum bonus from $5,000,000 to $12,000,000 for Mr. Rizvi (the “Rizvi Annual Bonus Limitation”). In addition, the Rizvi Employment Agreement increased the maximum amount of the bonus Mr. Rizvi will be entitled to receive in the event his employment is terminated by REX Management other than “For Cause” (as defined in the Rizvi Employment Agreement) or due to death or total disability (which is to be calculated without regard to the Rizvi Annual Bonus Limitation and paid in cash), from $6,000,000 to $12,000,000. The Rizvi Employment Agreement also provides for an annual base salary of $275,000 and an annual cash and/or incentive plan bonus computed based upon the earnings of the Company (as further set forth in the Rizvi Employment Agreement).

 

Mr. Bruggeman’s Employment Agreement (the “Bruggeman Employment Agreement”) increased the annual maximum bonus from $2,500,000 to $4,000,000 for Mr. Bruggeman (the “Bruggeman Annual Bonus Limitation”). In addition, the Bruggeman Employment Agreement increased the maximum amount of the bonus Mr. Bruggeman will be entitled to receive in the event his employment is terminated by REX Management other than “For Cause” (as defined in the Bruggeman Employment Agreement) or due to death or total disability (which is to be calculated without regard to the Bruggeman Annual Bonus Limitation and paid in cash), from $3,000,000 to $5,000,000. The Bruggeman Employment Agreement also provides for an annual base salary of $300,000 and an annual cash and/or incentive plan bonus computed based upon the earnings of the Company (as further set forth in the Bruggeman Employment Agreement).

 

In addition, each Employment Agreement provides for:

 

 ●In the event of termination by REX Management other than “For Cause” (as defined in the relevant Employment Agreement) or due to death or total disability, the employee is entitled to (i) the balance of
 
  the employee’s salary for the remainder of the employment period, (ii) a cash bonus as set forth above, and (iii) the right to exercise any awards held under any specified incentive plan, during such reasonable period of time established by the Compensation Committee, in whole or in part, whether or not such award was otherwise exercisable at that time, and without regard to any vesting or other limitation on exercise imposed pursuant to such plan.
   
●In the event of termination by REX Management “For Cause”, the employee is entitled to (i) the employee’s salary computed pro rata to the date of termination, and (ii) bonus payment computed pro rata based on the date of termination.
   
●In the event of termination due to death, total disability, or voluntary termination of employment, the employee or the employee’s estate is entitled to (i) the employee’s salary computed pro rata to the date of death, total disability, or termination, (ii) a bonus payment computed pro rata based on the date of death, total disability, or termination, and (iii) the right to exercise any awards held by the employee under any specified incentive plan, during such reasonable period of time established by the Compensation Committee, in whole or in part, whether or not such award was otherwise exercisable at that time, and without regard to any vesting or other limitation on exercise imposed pursuant to such plan and, in the case of voluntary termination, if the employee has obtained 20 years of service and attained age 55.
   
●In the event the employee terminates employment for “Good Reason” (as defined in the relevant Employment Agreement), within 12 months following a “Change in Control” (as defined in the relevant Employment Agreement), the employee is entitled to (i) the balance of the employee’s salary for the remainder of the employment period, (ii) a cash bonus payment as calculated as set forth in the relevant Employment Agreement, and (iii) the right to exercise any awards held under any specified incentive plan, during such reasonable period of time established by the Compensation Committee, in whole or in part, whether or not such award was otherwise exercisable at that time, and without regard to any vesting or other limitation on exercise imposed pursuant to such plan.
   
●Customary employee benefits, including the right to participate in all employee benefit plans.
   
●Restrictions on the use of confidential information, and restrictions on competition for a period of one year following termination of employment.

 

The foregoing description is only a summary of certain terms of the Employment Agreements and is qualified in its entirety by reference to the Rose Employment Agreement, Rizvi Employment Agreement, and Bruggeman Employment Agreement, which are included as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

-2-
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   Employment Agreement dated as of June 29, 2026 between REX Management, Inc. (an indirect wholly-owned subsidiary of the Company) and Stuart A. Rose.*^
     
10.2   Employment Agreement dated as of June 29, 2026 between REX Management, Inc. (an indirect wholly-owned subsidiary of the Company) and Zafar A. Rizvi.*^
     
10.3   Employment Agreement dated as of June 29, 2026 between REX Management, Inc. (an indirect wholly-owned subsidiary of the Company) and Douglas L. Bruggeman.*^

 

* Filed herewith.
^ Management contract or compensatory plan, contract or arrangement.
-3-

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  REX AMERICAN RESOURCES CORPORATION  
         
Date:  July 1, 2026 By:  /s/ DOUGLAS L. BRUGGEMAN    
    Name:  Douglas L. Bruggeman  
    Title: Vice President-Finance, Chief Financial Officer and Treasurer
-4-
0000744187 false REX AMERICAN RESOURCES CORPORATION 0000744187 2026-06-29 2026-06-29

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation changes were made at REX (REX)?

REX American Resources approved new employment agreements for its Executive Chairman, CEO, and CFO. These raise maximum annual bonuses, increase potential cash payouts on certain terminations, and formalize change-in-control protections while setting specific base salaries and standard benefit, confidentiality, and non-compete provisions.

How did REX (REX) change Stuart A. Rose’s compensation?

Stuart A. Rose’s maximum annual bonus rose from $2.5 million to $4 million. His potential termination bonus if let go without cause increased from $3 million to $5 million, alongside an annual base salary of $225,000 tied to the company’s earnings performance.

What is Zafar A. Rizvi’s new bonus structure at REX (REX)?

Zafar A. Rizvi’s maximum annual bonus increased from $5 million to $12 million. His maximum cash bonus upon a qualifying termination without cause rose from $6 million to $12 million, with an annual base salary of $275,000 and bonuses linked to company earnings.

How was CFO Douglas L. Bruggeman’s pay adjusted at REX (REX)?

Douglas L. Bruggeman’s maximum annual bonus increased from $2.5 million to $4 million, and his potential termination bonus cap rose from $3 million to $5 million. His annual base salary is set at $300,000, plus performance-based cash and incentive plan bonuses.

What severance protections do REX (REX) executives receive after a change in control?

If an executive terminates for “Good Reason” within 12 months after a change in control, they receive remaining salary for the contract term, a cash bonus calculated under the agreement, and extended time to exercise incentive awards, regardless of prior vesting restrictions.

What happens if REX (REX) terminates an executive for cause or due to death or disability?

On termination for cause, an executive receives pro rata salary and bonus to the termination date. For death, disability, or qualifying voluntary termination, they or their estate receive pro rata salary and bonus plus time to exercise incentive awards under Compensation Committee–set periods.

Do REX (REX) executives have non-compete and confidentiality obligations?

Yes. Each employment agreement includes restrictions on using confidential information and non-competition covenants for one year following termination. These provisions are designed to protect company information and limit competitive activities after an executive’s employment ends.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

Other Documents