Arq Inc
For the period ended Dec 31, 2023. Filed Apr 29, 2024.
View on SEC.govAbout this filing
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.
Dec 31, 2023 · Filed Apr 29, 2024
Contents
Cover page
Show cover page
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | x | 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)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
ARQ, INC.
(Name of Registrant as specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | 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 |
April 29, 2024
Dear Fellow Stockholder:
On behalf of the Board of Directors, we are pleased to invite you to the 2024 Annual Meeting of Arq, Inc.'s Stockholders, which will be held at 9:00 a.m. (Mountain Time) on June 10, 2024. We are pleased to announce that this year’s Annual Meeting will again be a virtual meeting via live webcast on the Internet. You will be able to electronically attend the Annual Meeting and vote during the meeting by visitingwww.virtualshareholdermeeting.com/ARQ2024. To enter the Annual Meeting, you will need the 16-digit control number located on the Notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. We recommend that you log in at least 10 minutes before the meeting to ensure you are logged in when the meeting starts.
At the Annual Meeting, you will be asked to elect eight directors named in the Proxy Statement, provide your advisory approval of our executive compensation, ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, approve the Arq, Inc. 2024 Omnibus Incentive Plan, and approve the Seventh Amendment of the Company's Tax Asset Protection Plan.
The accompanying notice of meeting and this Proxy Statement provide specific information about the Annual Meeting and explain the various proposals. Please read these materials carefully.
Thank you for your continued support of and interest in our Company.
Chief Executive Officer
Arq, Inc.
8051 E. Maplewood Ave., Ste. 210
Greenwood Village, Colorado 80111
Telephone: (888) 822-8617
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
The Annual Meeting of Stockholders of Arq, Inc. ("ARQ" or the "Company"), a Delaware corporation, will be held at 9:00 a.m. (Mountain Time) on June 10, 2024 via live webcast on the Internet, which can be accessed by visitingwww.virtualshareholdermeeting.com/ARQ2024, where you will be able to electronically attend the Annual Meeting and vote on the following:
To elect eight directors of the Company named in this Proxy Statement;
To approve, in an advisory vote, our executive compensation;
To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
To approve our 2024 Omnibus Incentive Plan;
To approve the Seventh Amendment of the Company's Tax Asset Protection Plan; and
To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.
Stockholders of record at the close of business on April 12, 2024 are entitled to notice of and to vote at the Annual Meeting. The approximate date on which the proxy materials, including this Proxy Statement, are first being made available to stockholders is April 29, 2024.
Our stockholders are cordially invited to attend the Annual Meeting via a virtual meeting. Stockholders of record and many of our stockholders will be able to electronically attend the Annual Meeting as well as vote during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/ARQ2024 and entering the 16‐digit control number included in our notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. We recommend that you log in at least 10 minutes before the meeting to ensure you are logged in when the meeting starts. For specific instructions, please refer to "General Matters" in this proxy statement and the instructions on the proxy card.
Please call our toll-free number (888-822-8617) if you have questions concerning the meeting.
By Order of the Board of Directors,
Chief Executive Officer
April 29, 2024
Important Notice
Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 10, 2024
The Company's Proxy Statement and Annual Report to Stockholders are Available at: www.proxyvote.com
TABLE OF CONTENTS
| Page | |
|---|---|
| General Matters | 6 |
| Proposal One - Election of Directors | 8 |
| Corporate Governance | 10 |
| Related Person Transactions | 20 |
| Director Compensation | 21 |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 23 |
| Proposal Two - Advisory Approval of Executive Compensation | 25 |
| Executive Compensation (including Compensation Discussion and Analysis) | 25 |
| Proposal Three - Ratification of Independent Registered Accounting Firm | 39 |
| Report of the Audit Committee | 40 |
| Independent Registered Public Accounting Firm | 41 |
| Audit Committee Approval of Services | 41 |
| Proposal Four - Approval of Arq 2024 Omnibus Incentive Plan | 42 |
| Proposal Five - Approval of Tax Asset Protection Plan | 50 |
| Other Matters | 54 |
| Appendix A | 72 |
| Proxy Voting Card | 75 |
Please note that website references throughout this document are provided for convenience only, and the information on our website is not part of this Proxy Statement and is not incorporated by reference herein.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.