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
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| 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 | |||