Quest Resource Holding Corp
For the period ended Jun 30, 2026. Filed Jun 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 30, 2026 · Filed Jun 2, 2026
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DEF 14A 1 def14a12364002_06022026.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
QUEST RESOURCE HOLDING CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
QUEST RESOURCE HOLDING CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 30, 2026
The Annual Meeting of Stockholders of Quest Resource Holding Corporation, a Nevada corporation, will be held at 9:00 a.m., local time, on Tuesday, June 30, 2026, at the offices of Quest Resource Holding Corporation, located at 433 E. Las Colinas Boulevard, Irving, Texas 75039, for the following purposes:
| 1. | To elect two directors, each to serve for a three-year term expiring in 2029. |
| 2. | To provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2025, or say-on-pay. |
| 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, 2026. |
| 4. | To approve an amendment to our 2024 Incentive Compensation Plan (the “2024 Incentive Plan”) to increase the number of shares available under our 2024 Incentive Plan by 600,000 shares. |
| 5. | To approve an amendment to our 2024 Employee Stock Purchase Plan (the “2024 ESPP”) to increase the number of shares available under our 2024 ESPP by 150,000 shares. |
| 6. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
These items of business are more fully described in the proxy statement accompanying this notice.
Only stockholders of record at the close of business on May 21, 2026 are entitled to notice of and to vote at the meeting or any adjournment or postponement thereof.
All stockholders are cordially invited to attend the meeting and vote in person. To assure your representation at the meeting, however, you are urged to vote by proxy as soon as possible by mail by following the instructions on the proxy card. You may vote in person at the meeting even if you have previously given your proxy.
Sincerely,
/s/ Brett W. Johnston
Brett W. Johnston
Secretary
Irving, Texas
June 2, 2026
TABLE OF CONTENTS
| VOTING AND OTHER MATTERS | 1 |
|---|---|
| PROPOSAL ONE: ELECTION OF DIRECTORS | 4 |
| CORPORATE GOVERNANCE | 6 |
| MANAGEMENT | 13 |
| EXECUTIVE COMPENSATION | 14 |
| DIRECTOR COMPENSATION | 23 |
| EQUITY COMPENSATION PLAN INFORMATION | 24 |
| REPORT OF THE AUDIT COMMITTEE | 26 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 27 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 28 |
| PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 29 |
| PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT | 31 |
| PROPOSAL FOUR: APPROVAL OF THE AMENDMENT TO THE 2024 INCENTIVE PLAN | 33 |
| PROPOSAL FIVE: APPROVAL OF THE AMENDMENT TO THE 2024 ESPP | 40 |
| DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS | 44 |
| HOUSEHOLDING OF PROXY MATERIALS | 44 |
| OTHER MATTERS | 45 |
i
QUEST RESOURCE HOLDING CORPORATION
433 E. Las Colinas Boulevard
Suite 675
Irving, Texas 75039
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.