Quest Resource (QRHC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for July 8, 2024, to vote on director elections, executive compensation, incentive plans, and auditor ratification.

• Two directors nominated for three-year terms; advisory say-on-pay vote and approvals for new incentive and employee stock purchase plans are on the agenda.

• Ratification of Semple, Marchal and Cooper, LLP as independent auditor for fiscal year 2024.

Voting matters and shareholder proposals

• Proposals include electing two directors, advisory vote on executive compensation, approval of 2024 Incentive Compensation Plan, approval of 2024 Employee Stock Purchase Plan, and ratification of the independent auditor.

• Board recommends voting in favor of all proposals.

• Only stockholders of record as of May 24, 2024, are eligible to vote.

Board of directors and corporate governance

• Board consists of six members post-meeting, with a classified structure of three classes serving staggered three-year terms.

• Majority of directors are independent as per Nasdaq and SEC standards.

• Board committees include Audit, Compensation, Nominations and Corporate Governance, and Strategic Planning, all with defined charters.

• Regular executive sessions held with only independent directors.

• Board diversity matrix disclosed, with two female and five male directors.