Arq (ARQ) adopts annual Say-on-Pay advisory vote schedule

Rhea-AI Filing Summary

Arq, Inc. filed an amended report to disclose its decision on how often stockholders will vote on executive pay. After reviewing the non-binding vote at the 2025 annual meeting, where stockholders favored annual votes, the company chose to hold Say-on-Pay advisory votes every year.

This annual frequency aligns with the Board’s prior recommendation in the proxy materials. The Board plans to re-evaluate the timing after the next required Say-on-Frequency vote, which will occur no later than the 2031 annual meeting of stockholders.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

0001515156true00015151562025-06-032025-06-03

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 3, 2025

ARQ, INC.
(Name of registrant as specified in its charter)

Delaware

001-37822

27-5472457

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

8051 E. Maplewood Avenue, Suite 210, Greenwood Village, CO						80111
(Address of principal executive offices)						(Zip Code)

Registrant's telephone number, including area code: (720) 598-3500

Not Applicable

(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 following 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:

Class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

ARQ

Nasdaq Global Market

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.						☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Arq, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on June 6, 2025 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2025 Annual Meeting of Stockholders held on June 3, 2025 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company's decision regarding whether non-binding stockholder advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”) should be held every one, two, or three years (the “Say-on-Frequency Proposal”). No other changes have been made to the Original Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously reported in the Original Form 8-K, in an advisory vote held at the Annual Meeting on the Say-on-Frequency Proposal, the Company’s stockholders expressed their preference for a Say-on-Pay Vote to be conducted every year. In light of these results, and consistent with the recommendation of the Company’s Board of Directors (the “Board”) as set forth in the Company’s proxy statement for the Annual Meeting, the Company has determined to hold future Say-on-Pay Votes every year until the next required non-binding advisory vote on the frequency of future Say-on-Pay Votes. The Board will re-evaluate this determination after the next Say-on-Frequency Proposal, which will be held no later than the 2031 annual meeting of stockholders.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 14, 2025

Arq, Inc.

Registrant

/s/ Robert Rasmus

Robert Rasmus

Chief Executive Officer

3

FAQ

What decision did Arq (ARQ) make about Say-on-Pay vote frequency?

Arq decided to hold non-binding Say-on-Pay advisory votes every year. This choice follows stockholder preferences expressed at the 2025 annual meeting and is consistent with the Board of Directors’ recommendation in the company’s proxy statement for that meeting.

Why did Arq (ARQ) amend its previous filing with this 8-K/A?

Arq amended its earlier report to formally disclose its decision on the frequency of Say-on-Pay advisory votes. The amendment is limited to this Item 5.07(d) disclosure and does not change any other previously reported annual meeting voting results.

How did Arq (ARQ) stockholders vote on Say-on-Pay frequency in 2025?

In an advisory vote at the 2025 annual meeting, Arq’s stockholders expressed a preference for annual Say-on-Pay votes. The company then adopted this preferred annual frequency when deciding how often to conduct future non-binding advisory votes on executive compensation.

How long will Arq (ARQ) hold annual Say-on-Pay votes?

Arq plans to hold Say-on-Pay advisory votes every year until the next required stockholder vote on frequency. That Say-on-Frequency proposal will be held no later than the 2031 annual meeting, after which the Board will re-evaluate the chosen frequency.

Does the Arq (ARQ) 8-K/A change any other annual meeting results?

No, the amendment does not change any other annual meeting results. It only adds the company’s decision on the frequency of Say-on-Pay advisory votes, leaving all other voting outcomes reported in the original current report unchanged.

Who signed the amended Arq (ARQ) report on Say-on-Pay frequency?

The amended report was signed on behalf of Arq by Chief Executive Officer Robert Rasmus. His signature confirms the company’s disclosure of its decision to hold future Say-on-Pay advisory votes annually following the 2025 stockholder preference.