HQI 2025 AGM: Directors re-elected, auditor ratified, annual say-on-pay set
Rhea-AI Filing Summary
HireQuest, Inc. (NASDAQ: HQI) filed an 8-K summarising the voting results of its 18 June 2025 Annual Meeting.
- Director elections: All six nominees were re-elected with 9.95-10.73 million votes for and only 27.7-812 thousand withheld; 2.01 million broker non-votes were recorded.
- Auditor ratification: Shareholders approved Forvis Mazars, LLP as independent auditor for FY 2025 with 12.62 million votes for, 151 thousand against, and 3,714 abstentions.
- Say-on-Pay: The non-binding advisory resolution on executive compensation received 10.75 million votes for, 8,811 against, 5,853 abstentions, and 2.01 million broker non-votes.
- Say-on-Pay frequency: A ONE-YEAR cadence was favoured by 10.30 million votes versus 431.6 thousand for TWO YEARS and 30.7 thousand for THREE YEARS.
- Quorum: 12.77 million shares (≈91% of the 14.03 million outstanding as of 28 April 2025) were represented.
No other business or material transactions were reported. The filing is largely procedural, confirming continued shareholder support for existing governance and compensation practices.
Positive
- Over 90 % shareholder approval for all directors, auditor ratification, and executive pay indicates strong investor confidence and governance stability.
Negative
- None.
Insights
TL;DR: Routine AGM with strong vote support; minimal governance risk.
Shareholder backing exceeded 90 % on every item, signalling confidence in the board, auditor choice, and pay structure. The ONE-YEAR frequency outcome keeps compensation oversight annual, aligning HQI with prevailing U.S. large-cap practice. No director faced meaningful opposition—highest withhold was only 7.6 % of votes cast. Such results suggest limited activist pressure and stable governance. For investors, the filing is informational rather than value-changing.
TL;DR: Neutral event; confirms status quo, no direct valuation impact.
The 8-K carries no financial data, guidance, or strategic shifts. While high approval rates point to shareholder satisfaction, they do not alter revenue outlook or cash-flow profile. I view the disclosure as non-impactful for position sizing or valuation models.
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.
FAQ
Which say-on-pay voting frequency did HireQuest investors choose?
Investors preferred a ONE-YEAR frequency with 10,295,333 votes, compared to 431,618 for two years and 30,734 for three years.
Were any HireQuest director nominees rejected?
No. All six nominees received strong majority support, with the lowest ‘for’ tally at 9,948,950 votes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 19, 2025
(Exact name of registrant as specified in its Charter)
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(843 ) 723-7400
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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The
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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 18, 2025, HireQuest, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted to: (i) elect each of the six nominees for director to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified, (ii) ratify the selection of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, (iii) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, and (iv) approve, on a non-binding advisory basis, the ONE YEAR option to determine the frequency of future advisory votes on named executive officer compensation. The number of shares of common stock outstanding and eligible to vote as of April 28, 2025, the record date for the Annual Meeting, was 14,033,051. Of these, a total of 12,772,303 shares were voted, either in person or by proxy.
The final voting results were as follows:
Proposal #1
Election of Directors
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Director Nominee
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For
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Withheld
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Broker Non-Votes
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Richard F. Hermanns
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10,701,166
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59,811
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2,011,326
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R. Rimmy Malhotra
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10,340,327
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420,650
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2,011,326
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Lawrence Hagenbuch
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9,948,950
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812,027
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2,011,326
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Kathleen Shanahan
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10,262,595
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498,482
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2,011,326
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Edward Jackson
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10,733,240
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27,737
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2,011,326
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Jack A. Olmstead
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10,721,309
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39,668
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2,011,326
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Proposal #2
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For
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Against
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Abstain
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The ratification of the selection of Forvis Mazars, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024
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12,617,381
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151,208
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3,714
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Proposal #3
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For
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Against
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Abstain
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Broker Non-Votes
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Non-binding advisory vote on the compensation paid to the Company's named executive officers
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10,746,313
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8,811
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5,853
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2,011,326
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Proposal #4
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ONE YEAR
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TWO YEARS
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THREE YEARS
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Abstain
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Broker Non-Votes
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Non-binding advisory vote on the frequency of future advisory votes on the compensation paid to the Company's named executive officers
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10,295,333
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431,618
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30,734
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3,292 |
2,011,326
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
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HIREQUEST, INC.
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(Registrant)
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Date: June 19, 2025
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/s/ John McAnnar
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John McAnnar
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Chief Legal Officer, Vice President, and Corporate Secretary
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