Arq (ARQ) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with stockholders voting on director elections, executive compensation, auditor ratification, and an amendment to the Tax Asset Protection Plan.

• Stockholders of record as of April 7, 2025, are eligible to vote on the proposals, with proxy materials distributed starting April 21, 2025.

• Voting can be conducted online, by mail, or by phone, and the company uses a notice-and-access model for proxy materials.

Voting matters and shareholder proposals

• Proposals include electing six directors, advisory approval of executive compensation, advisory vote on frequency of future say-on-pay votes, ratification of Moss Adams LLP as auditor, and approval of the Eighth Amendment to the Tax Asset Protection Plan.

• The board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, for auditor ratification, and for the tax plan amendment.

• Shareholders may submit proposals for the 2026 meeting by December 22, 2025.

Board of directors and corporate governance

• Six director nominees are presented, with two current directors not standing for reelection.

• Board committees (Audit, Compensation, Nominating and Governance) are composed solely of independent directors.

• The board separates the roles of CEO and Chair, and directors are expected to attend all meetings.

• Stockholders can communicate directly with the board, and a Code of Ethics is in place.