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): July 11, 2018
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§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 July 11, 2018, 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 2021; (2) to provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2017 (“say-on-pay”); and (3) 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, 2018.
The following directors were elected at the annual meeting:
| Director |
Votes Cast For | Votes Withheld |
Broker Non- Votes |
|||||||||
| S. Ray Hatch |
9,240,895 | — | 2,154,813 | |||||||||
| Ronald L. Miller |
9,206,484 | — | 2,154,813 | |||||||||
| Mitchell A. Saltz |
9,237,308 | — | 2,154,813 | |||||||||
Our stockholders approved the compensation of our named executive officers for fiscal 2017 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 |
9,604,079 | 17,364 | 39,744 | 2,154,813 | ||||||||||||
Our stockholders ratified the appointment of Semple, Marchal and Cooper, LLP as our independent registered public accountants for the fiscal year ending December 31, 2018. 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 |
11,452,203 | 7,464 | 9,418 | — | ||||||||||||
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: July 13, 2018 | QUEST RESOURCE HOLDING CORPORATION | |||||
| By: | /s/ Laurie L. Latham | |||||
| Laurie L. Latham | ||||||
| Senior Vice President and Chief Financial Officer | ||||||