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):  July 8, 2025 
 
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 July 8, 2025, Quest Resource Holding Corporation, a Nevada corporation (the “Company”), held its 2025 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 I directors to serve for a three-year term until the Company’s 2028 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 2024; (iii) a non-binding advisory vote to determine the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers; 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, 2025. The number of shares of the Company’s common stock outstanding and eligible to vote as of May 29, 2025, the record date for the Annual Meeting, was 20,681,818.

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
Glenn A. Culpepper	14,338,922	175,244	28,904	3,573,653
Sarah R. Tomolonius	14,000,724	507,444	34,902	3,573,653


Proposal No. 2	For	Against	Abstain	Broker Non-Votes
Non-binding advisory vote on the compensation paid to the Company’s named executive officers	14,344,993	161,506	36,571	3,573,653


Proposal No. 3	1yr	2yr	3yr	Abstain	Broker Non-Votes
Non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers	14,267,841	673	270,997	3,559	3,573,653

      
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, 2025

     17,947,585

     43,711

     125,427

     -

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 10, 2025	By:	/s/ Brett W. Johnston
		Name:	Brett W. Johnston
		Title:	Senior Vice President of Finance and Chief Financial Officer

Quest Resource Holding Corp 8-K