Quest Resource股東週年大會通過全部五項議案 股權計劃修訂獲批

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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):
June 30, 2026

  

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.)

 
 

 
 433 E. Las Colinas Boulevard, Irving, Texas
  
 75039

 
 (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 30, 2026, Quest Resource Holding Corporation, a Nevada corporation (the “Company”), held its 2026 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 2029 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 2025; (iii) 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, 2026; (iv) an amendment to the Company’s 2024 Incentive
Compensation Plan (the “2024 Incentive Plan”) to increase the number of shares available under the 2024 Incentive Plan by
600,000 shares; and (v) an amendment to the Company’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”) to increase
the number of shares authorized under the 2024 ESPP by 150,000 shares. The number of shares of the Company’s common stock outstanding
and eligible to vote as of May 21, 2026, the record date for the Annual Meeting, was 21,073,513.

 

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

 
 Stephen A. Nolan
  
 12,595,022
  
 63,111
  
 2,212
  
 5,852,899

 
 Audrey P. Dunning
  
 9,359,312
  
 3,298,972
  
 2,061
  
 5,852,899

 
 

 
 
 Proposal No. 2

  
 
 For

  
 
 Against

  
 
 Abstain

  
 
 Broker Non-Votes

 
 Non-binding advisory vote on the compensation paid to the Company’s named executive officers
  
 12,534,794
  
 87,758
  
 37,793
  
 5,852,899

 
 

 
 
 Proposal No. 3

  
 
 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, 2026
  
 17,702,085
  
 755,200
  
 55,959
  
 -
 

 
 

  

  

 Proposal No. 4

  
 
 For

  
 
 Against

  
 
 Abstain

  
 

  

 Broker Non-Votes

 
 Amendment to the 2024 Incentive Compensation Plan to increase the number of shares available under the 2024 Incentive Compensation Plan by 600,000 shares
  
 9,470,643
  
 3,182,607
  
 7,095
  
 5,852,899

 
 
 Proposal No. 5

  
 
 For

  
 
 Against

  
 
 Abstain

  
 

  

 Broker Non-Votes

 
 Amendment to the 2024 Employee Stock Purchase Plan to increase the number of shares authorized under the 2024 Employee Stock Purchase Plan by 150,000 shares
  
 9,924,446
  
 2,734,779
  
 1,120
  
 5,852,899

 

 

  

  

 

 

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 1, 2026
 By:
  /s/ Brett W. Johnston 
 

 
  
  
 Name:  
 Brett W. Johnston 
 

 
  
  
 Title: 
 Senior Vice President of Finance and Chief Financial Officer