Quest Resource Holding Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
| (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 follow provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 8, 2024, Quest Resource Holding Corporation, a Nevada corporation (the “Company”), held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting: (i) the election of two Class III directors to serve for a three-year term until the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualify; (ii) a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers for fiscal 2023; (iii) a proposal to approve the 2024 Incentive Compensation Plan; (iv) a proposal to approve the 2024 Employee Stock Purchase Plan; and (v) the ratification of the appointment of Semple, Marchal and Cooper, LLP as the Company’s independent registered public accountant for the fiscal year ending December 31, 2024. The number of shares of the Company’s common stock outstanding and eligible to vote as of May 24, 2024, the record date for the Annual Meeting, was 20,254,584.
Each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for or against, as well as the number of abstentions, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable. The results were as follows:
Proposal No. 1 Election of Directors
Director Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Daniel M. Friedberg | 11,037,630 | 293,591 | 1,489 | 6,317,807 | ||||||||||||
| S. Ray Hatch | 11,164,382 | 167,701 | 627 | 6,317,807 | ||||||||||||
| Proposal No. 2 | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Non-binding advisory vote on the compensation paid to the Company’s named executive officers | 11,182,971 | 112,379 | 37,360 | 6,317,807 | ||||||||||||
| Proposal No. 3 | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Approval of the 2024 Incentive Compensation Plan | 9,103,446 | 1,994,137 | 235,127 | 6,317,807 | ||||||||||||
Proposal No. 4 | For | Against | Abstain |
Broker Non-Votes | ||||||||||||
| Approval of the 2024 Employee Stock Purchase Plan | 11,178,855 | 120,260 | 33,595 | 6,317,807 | ||||||||||||
| Proposal No. 5 | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Ratification of the selection of Semple, Marchal, and Cooper, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 | 17,545,588 | 100,605 | 4,324 | — | ||||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| QUEST RESOURCE HOLDING CORPORATION | |||
| Dated: July 9, 2024 | By: | /s/ Brett W. Johnston | |
| Name: | Brett W. Johnston | ||
| Title: | Senior Vice President of Finance and Chief Financial Officer | ||