STOCK TITAN
  1. Home
  2. Sec-filings
  3. QRHC
  4. [8-K] Quest Resource Holding Corp Reports Material Event

Quest Resource (NASDAQ: QRHC) OKs director slate and plan share boosts

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

Rhea-AI Filing Summary

Quest Resource Holding Corporation reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected Class II directors Stephen A. Nolan and Audrey P. Dunning to terms running until the 2029 annual meeting.

Stockholders approved a non-binding advisory vote on 2025 executive compensation and ratified Semple, Marchal and Cooper, LLP as independent registered public accountant for the year ending December 31, 2026. They also approved amendments to the 2024 Incentive Compensation Plan to add 600,000 shares and to the 2024 Employee Stock Purchase Plan to add 150,000 shares.

There were 21,073,513 shares of common stock outstanding and eligible to vote as of May 21, 2026, the record date.

Positive

  • None.

Negative

  • None.
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.
Shares eligible to vote 21,073,513 shares Common stock outstanding and eligible as of May 21, 2026 record date
Votes for Nolan 12,595,022 votes for Election of director Stephen A. Nolan, Proposal 1
Votes for Dunning 9,359,312 votes for Election of director Audrey P. Dunning, Proposal 1
Say-on-pay support 12,534,794 votes for Non-binding advisory vote on 2025 executive compensation
Incentive Plan share increase 600,000 shares Additional shares under 2024 Incentive Compensation Plan
ESPP share increase 150,000 shares Additional shares under 2024 Employee Stock Purchase Plan
Auditor ratification for votes 17,702,085 votes for Ratification of Semple, Marchal, and Cooper, LLP for 2026
non-binding advisory vote financial
"a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accountant financial
"the appointment of Semple, Marchal and Cooper, LLP as the Company’s independent registered public accountant"
2024 Incentive Compensation Plan financial
"an amendment to the Company’s 2024 Incentive Compensation Plan to increase the number of shares available"
2024 Employee Stock Purchase Plan financial
"an amendment to the Company’s 2024 Employee Stock Purchase Plan to increase the number of shares authorized"
broker non-votes financial
"as well as the number of abstentions, as to each such matter, including ... 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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0001442236 0001442236 2026-06-30 2026-06-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Quest Resource (QRHC) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing two Class II directors, an advisory vote on 2025 executive pay, auditor ratification, and amendments increasing shares under the 2024 Incentive Plan and 2024 Employee Stock Purchase Plan. These actions maintain governance, compensation, and employee equity programs.

Who was elected to Quest Resource (QRHC) board at the 2026 meeting?

Stockholders elected Stephen A. Nolan and Audrey P. Dunning as Class II directors to serve three-year terms until the 2029 annual meeting. Nolan received 12,595,022 votes for, while Dunning received 9,359,312 votes for, with broker non-votes recorded on each nominee.

How did Quest Resource (QRHC) shareholders vote on executive compensation?

Stockholders approved the non-binding advisory vote on 2025 named executive officer compensation, with 12,534,794 votes for, 87,758 against, and 37,793 abstentions. This indicates support for the company’s current executive pay practices, though the vote is advisory and not legally binding on the board.

Which auditor did Quest Resource (QRHC) shareholders ratify for 2026?

Shareholders ratified Semple, Marchal, and Cooper, LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 17,702,085 votes for, 755,200 against, and 55,959 abstentions, with no broker non-votes reported for this proposal.

How many additional shares were approved for Quest Resource (QRHC) 2024 Incentive Plan?

Stockholders approved an amendment to the 2024 Incentive Compensation Plan to increase available shares by 600,000. The proposal received 9,470,643 votes for, 3,182,607 against, and 7,095 abstentions, along with 5,852,899 broker non-votes, supporting continued equity-based incentives.

What change was made to Quest Resource (QRHC) 2024 Employee Stock Purchase Plan?

Shareholders approved an amendment to the 2024 Employee Stock Purchase Plan, authorizing an additional 150,000 shares under the plan. The vote totaled 9,924,446 for, 2,734,779 against, and 1,120 abstentions, with 5,852,899 broker non-votes, facilitating broader employee participation in share purchases.

How many Quest Resource (QRHC) shares were eligible to vote at the 2026 meeting?

There were 21,073,513 shares of common stock outstanding and eligible to vote as of May 21, 2026, the record date. This figure represents the voting base used to determine approval levels for director elections, compensation advisory votes, auditor ratification, and plan amendments.

Filing Exhibits & Attachments

3 documents

Other Documents