Quest Resource (QRHC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 8, 2025, to elect two directors, hold advisory votes on executive compensation and its frequency, and ratify the external auditor for 2025.

• Only stockholders of record as of May 29, 2025, are entitled to vote; 20,681,818 shares outstanding.

• Proxy materials include the 2024 Annual Report and are available online.

Voting matters and shareholder proposals

• Election of Glenn A. Culpepper and Sarah R. Tomolonius as Class I directors for three-year terms expiring in 2028.

• Advisory vote on 2024 executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Ratification of Semple, Marchal and Cooper, LLP as independent registered public accountant for fiscal year ending December 31, 2025.

• Board recommends voting for all proposals.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes; majority are independent under Nasdaq and SEC rules.

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

• Regular executive sessions held by independent directors; board diversity in experience, skills, and background is emphasized.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.