UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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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, 2023

 

QUEST RESOURCE HOLDING CORPORATION 

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada		001-36451		51-0665952
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3481 Plano Parkway, The Colony, Texas		75056
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (972) 464-0004

 

(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:

 

☐ 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, $0.001 par value	QRHC	The NASDAQ Stock Market LLC

 

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 June 29, 2023, Quest Resource Holding Corporation, a Nevada corporation (the “Company”), held its 2023 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 II directors to serve for a three-year term until the Company’s 2026 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 2022; (iii) an amendment to the Company’s 2012 Incentive Compensation Plan to extend the term of the 2012 Incentive Compensation Plan; and (iv) 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, 2023. The number of shares of the Company’s common stock outstanding and eligible to vote as of May 22, 2023, the record date for the Annual Meeting, was 19,747,060.

 

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, against or withheld, 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		Withheld		Broker Non-Votes
Stephen A. Nolan		12,712,238		339,992		2,850,842
Audrey P. Dunning		12,793,248		258,982		2,850,842

 

Proposal No. 2		For		Against		Abstain		Broker Non-Votes
Non-binding advisory vote on the compensation paid to the Company’s named executive officers		12,864,184		184,415		3,631		2,850,842

 

Proposal No. 3		For		Against		Abstain		Broker Non-Votes
Amendment to 2012 Incentive Compensation Plan		12,268,164		781,496		2,570		2,850,842

 

Proposal No. 4		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, 2023		15,762,332		134,763		5,977		—

 

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 5, 2023	By:	/s/ S. Ray Hatch
		Name:	S. Ray Hatch
		Title:	President and Chief Executive Officer