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 15, 2016

 

QUEST RESOURCE HOLDING CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Nevada

 

001-36451

 

51-0665952

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

3481 Plano Parkway

The Colony, Texas

 

75056

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (972) 464-0004

 

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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


 

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

On June 15, 2016, we held an annual meeting of stockholders to consider and vote upon the following proposals: (1) to elect three directors, each to serve for a three-year term expiring in 2019; (2) to provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2015 (“say-on-pay”); (3) to authorize our Board of Directors to amend our articles of incorporation to effect an up to 1-for-10 reverse stock split of our common stock; and (4) to ratify the appointment of Semple, Marchal and Cooper, LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending December 31, 2016.  

The following directors were elected at the annual meeting:

 

Director

 

 

Votes Cast For

 

Votes Withheld

 

Broker Non-Votes

 

Michael F. Golden

 

67,547,444

 

1,800,675

 

3,857,022

 

Russell J. Knittel

 

67,546,878

 

1,801,241

 

3,857,022

 

Barry M. Monheit

 

67,236,927

 

2,111,192

 

3,857,022

 

 

Our stockholders approved the compensation of our named executive officers for fiscal 2015 on a non-binding, advisory basis. The results of the vote to approve this proposal were as follows:

 

 

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

Broker Non-Votes

 

Say-on-pay proposal

 

68,971,496

 

285,350

 

91,573

 

3,856,722

 

 

Our stockholders authorized our Board of Directors to amend our articles of incorporation to effect an up to 1-for-10 reverse stock split of our common stock.  The results of the vote to approve this proposal were as follows:

 

 

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

Broker Non-Votes

 

Authorization to effect an up to 1-for-10 reverse stock split of our common stock

 

72,507,589

 

628,614

 

68,938

 

--

 

 

Our stockholders ratified the appointment of Semple, Marchal and Cooper, LLP as our independent registered public accountants for the fiscal year ending December 31, 2016.  The results of the vote to approve this proposal were as follows:

 

 

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

Broker Non-Votes

 

Ratification of Semple, Marchal and Cooper, LLP as independent registered public accountants

 

72,990,780

 

135,923

 

78,438

 

--

 

 

Broker non-votes did not affect the outcome of any proposal voted on at the meeting.



 

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.

 

Date: June 21, 2016

 

 

 

QUEST RESOURCE HOLDING CORPORATION

 

 

 

 

 

 

 

 

By:

 

/s/ Laurie L. Latham

 

 

 

 

 

 

Laurie L. Latham

 

 

 

 

 

 

Senior Vice President and Chief Financial Officer