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Arq (NASDAQ: ARQ) holders back 2026 incentive plan and directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Arq, Inc. reported the results of its 2026 Annual Meeting of Stockholders and the approval of a new equity compensation program. Stockholders approved the Arq, Inc. 2026 Omnibus Incentive Plan, which authorizes the issuance of up to 1,500,000 shares of common stock plus certain unused shares from the 2024 Omnibus Incentive Plan.

All six director nominees, including Laurie Bergman and Robert Rasmus, were elected based on the reported vote totals. Stockholders voted on five proposals in total, with detailed voting results provided and the full 2026 Plan text filed as Exhibit 10.1.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New plan share authorization 1,500,000 shares Maximum common shares issuable under 2026 Omnibus Incentive Plan
Director vote – Laurie Bergman (For) 21,756,739 votes Votes For election of Laurie Bergman as director
Director vote – Laurie Bergman (Withheld) 605,466 votes Votes Withheld for Laurie Bergman; broker non-votes also reported
Incentive-plan-related proposal – For 21,562,428 votes Votes For one proposal with 670,264 Against and 129,513 Abstain
Incentive-plan-related proposal – broker non-votes 9,645,289 votes Broker non-votes reported on that same proposal
Number of proposals 5 proposals Total proposals considered at the 2026 Annual Meeting
2026 Omnibus Incentive Plan financial
"stockholders voted to approve the Arq, Inc. 2026 Omnibus Incentive Plan (the "2026 Plan")"
stock appreciation rights financial
"The 2026 Plan provides for the grant of options... stock appreciation rights, restricted stock"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
restricted stock units financial
"provides for the grant of... restricted stock, restricted stock units, performance share units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance share units financial
"restricted stock, restricted stock units, performance share units, and other stock-based awards"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
broker non-votes financial
"Votes Director Name | For | Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Tax Asset Protection Plan financial
"Ninth Amendment to Tax Asset Protection Plan dated as of April 15, 2026"
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0001515156false00015151562026-06-102026-06-10


U.S. 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 10, 2026
ARQ, INC.
(Name of registrant as specified in its charter)
Delaware001-3782227-5472457
(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 SymbolName of each exchange on which registered
Common stock, par value $0.001 per share ARQNasdaq 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.☐



Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 10, 2026, Arq, Inc. (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company’s stockholders voted to approve the Arq, Inc. 2026 Omnibus Incentive Plan (the "2026 Plan") and authorized the issuance of up to 1,500,000 shares of common stock thereunder plus certain shares remaining available under the Company's 2024 Omnibus Incentive Plan as of June 10, 2026. The 2026 Plan provides for the grant of options (both nonqualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, performance share units, and other stock-based awards and cash-based awards to employees, directors, and consultants of the Company or its subsidiaries.
A summary of the 2026 Plan is included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026 (the "2026 Proxy Statement"). That summary and the foregoing description of the 2026 Plan is qualified in its entirety by reference to the full text of the 2026 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders considered and voted on five proposals, which are described in detail in the 2026 Proxy Statement. Set forth below are the matters the stockholders voted on and the final voting results.
(1)Proposal:Election of six directors to the Company's Board of Directors.
Votes
Director NameForWithheldBroker Non-Votes
Laurie Bergman21,756,739 605,466 9,645,289 
Jeremy Blank19,796,330 2,565,875 9,645,289 
Richard Campbell-Breeden21,812,209 549,996 9,645,289 
Carol Eicher21,560,459 801,746 9,645,289 
Julian McIntyre19,633,501 2,728,704 9,645,289 
Robert Rasmus19,871,142 2,491,063 9,645,289 
(2)Proposal:To approve, on an advisory basis, of the Company's compensation paid to named executive officers, as disclosed in the 2026 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the compensation tables and related narrative discussion).
Votes
ForAgainstAbstainBroker Non-Votes
21,562,428 670,264 129,513 9,645,289 
(3)Proposal:Ratification of the Audit Committee's selection of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Votes
ForAgainstAbstainBroker Non-Votes
31,874,146 58,879 74,469 N/A
2

(4)Proposal:To approve the Arq, Inc. 2026 Omnibus Incentive Plan.
Votes
ForAgainstAbstainBroker Non-Votes
16,506,996 3,879,647 1,975,562 9,645,289 
(5)Proposal:To approve the Ninth Amendment to Tax Asset Protection Plan by and between the Company and Computer Share Trust Company, N.A., as rights agent.
Votes
ForAgainstAbstainBroker Non-Votes
20,808,187 1,530,075 23,943 9,645,289 
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
10.1
Arq, Inc. 2026 Omnibus Incentive Plan.
10.2
Ninth Amendment to Tax Asset Protection Plan dated as of April 15, 2026, by and between the Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Company's report on Form 8-K filed April 17, 2026).
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: June 11, 2026
Arq, Inc.
Registrant

/s/ Robert Rasmus
Robert Rasmus
Chief Executive Officer

4

Source: View Original Filing on SEC EDGAR

FAQ

What did Arq (ARQ) stockholders approve at the 2026 Annual Meeting?

Arq stockholders approved the 2026 Omnibus Incentive Plan, authorizing up to 1,500,000 shares plus certain unused 2024 plan shares. They also approved other proposals described in the 2026 proxy, including the election of directors.

How many shares can be issued under the Arq 2026 Omnibus Incentive Plan?

The 2026 Omnibus Incentive Plan allows issuance of up to 1,500,000 shares of Arq common stock, plus certain shares remaining available under the 2024 Omnibus Incentive Plan as of June 10, 2026, for equity and cash-based awards.

What types of awards are available under Arq’s 2026 Omnibus Incentive Plan?

The 2026 Plan permits stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units, other stock-based awards, and cash-based awards. These can be granted to employees, directors, and consultants of Arq and its subsidiaries.

Were Arq’s director nominees elected at the 2026 Annual Meeting?

Yes. All listed director nominees, including Laurie Bergman and Robert Rasmus, were elected. Each received more votes “For” than “Withheld,” with additional broker non-votes reported but not counted against their election.

How did Arq stockholders vote on the proposal linked to the 2026 incentive plan?

One reported proposal received 21,562,428 votes For, 670,264 Against, 129,513 Abstain, and 9,645,289 broker non-votes. These figures indicate strong support relative to opposition among votes cast on that proposal.

What exhibits did Arq file with this report about the 2026 Annual Meeting?

Arq filed the full 2026 Omnibus Incentive Plan as Exhibit 10.1 and a Ninth Amendment to the Tax Asset Protection Plan as Exhibit 10.2, along with an Inline XBRL cover page data file labeled Exhibit 104.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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