Quest Resource Holding Corp 8-K

What Happened

• Quest Resource Holding Corporation filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held on June 30, 2026. As of the record date (May 21, 2026) there were 21,073,513 shares outstanding and eligible to vote. All matters submitted were approved by the requisite votes.

Key Details

• Directors elected (Class II, three-year terms to 2029):
  • Stephen A. Nolan: For 12,595,022; Against 63,111; Abstain 2,212; Broker non-votes 5,852,899
  • Audrey P. Dunning: For 9,359,312; Against 3,298,972; Abstain 2,061; Broker non-votes 5,852,899
• Non-binding advisory vote on executive (NEO) compensation: For 12,534,794; Against 87,758; Abstain 37,793; Broker non-votes 5,852,899
• Auditor ratified: Semple, Marchal and Cooper, LLP — For 17,702,085; Against 755,200; Abstain 55,959
• Equity plan increases approved:
  • 2024 Incentive Compensation Plan: increase by 600,000 shares — For 9,470,643; Against 3,182,607; Abstain 7,095; Broker non-votes 5,852,899
  • 2024 Employee Stock Purchase Plan: increase by 150,000 shares — For 9,924,446; Against 2,734,779; Abstain 1,120; Broker non-votes 5,852,899

Why It Matters

• Board composition and governance: The election of two Class II directors shapes the company’s board through the 2029 meeting and can influence strategic oversight. The non-binding “say-on-pay” vote showed shareholder approval of 2025 executive compensation, which is advisory only.
• Financial governance and employee equity: Ratification of the independent auditor confirms the firm that will review fiscal 2026 financials. Approval to add 600,000 shares to the incentive plan and 150,000 shares to the ESPP authorizes more equity for employee/management compensation or employee purchases, which may affect future share dilution and compensation expense.