Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On January 31, 2013, the Board of Directors of REX American Resources Corporation (the "Company") approved and adopted amendments to Article II,
Section 2 of the Company's By-Laws, effective immediately, changing the voting standard for the election of directors from a plurality to a majority voting standard in uncontested elections. Under the new majority voting standard, a nominee will be elected if the number of votes cast for the nominee exceeds the number of votes cast against that nominee. Directors will continue to be elected by a plurality vote if the number of nominees exceeds the number of directors to be elected (a contested election).

Item 8.01 Other Events

In connection with the By-Law amendments referred to in Item 5.03 above, the Board of Directors approved and adopted an amendment to the Company's Corporate Governance Guidelines providing that, in any non-contested election of directors, any incumbent director who receives a greater number of votes cast against the nominee's election than for election shall tender his or her resignation as a director. Within 90 days following certification of the election results, the Board of Directors will decide, after taking into account the recommendation of the Nominating/Corporate Governance Committee and excluding the nominee in question, whether to accept the resignation. The Board will promptly disclose its decision on a Form 8-K filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3(a) By-Laws, as amended

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