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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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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.
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(1)
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Proposal:
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Election of six directors to the Company's Board of Directors.
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Votes
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Director Name
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For
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Withheld
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Broker Non-Votes
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Laurie Bergman
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21,756,739
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605,466
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9,645,289
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Jeremy Blank
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19,796,330
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2,565,875
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9,645,289
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Richard Campbell-Breeden
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21,812,209
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549,996
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9,645,289
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Carol Eicher
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21,560,459
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801,746
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9,645,289
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Julian McIntyre
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19,633,501
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2,728,704
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9,645,289
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Robert Rasmus
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19,871,142
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2,491,063
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9,645,289
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(2)
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Proposal:
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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).
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Votes
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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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21,562,428
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670,264
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129,513
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9,645,289
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(3)
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Proposal:
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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.
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Votes
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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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31,874,146
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58,879
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74,469
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N/A
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2
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(4)
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Proposal:
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To approve the Arq, Inc. 2026 Omnibus Incentive Plan.
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Votes
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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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16,506,996
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3,879,647
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1,975,562
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9,645,289
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(5)
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Proposal:
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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.
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Votes
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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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20,808,187
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1,530,075
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23,943
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9,645,289
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