Arq (ARQ) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with six directors up for election and several key proposals on the agenda, including executive compensation, auditor ratification, and an amendment to the Tax Asset Protection Plan.

• Shareholders of record as of April 7, 2025, are eligible to vote on all matters, with each share entitled to one vote; a quorum requires one-third of outstanding shares.

• Voting can be conducted online, by phone, or by mail, and proxy materials are distributed via internet access or by request in print.

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 Asset Protection Plan amendment.

Board of directors and corporate governance

• Six directors are nominated, with two current directors not standing for reelection; all nominees have significant executive, financial, or industry experience.

• The board maintains Audit, Compensation, and Nominating and Governance Committees, all composed of independent directors.

• The board separates the roles of CEO and Chair, meets regularly, and expects high attendance and engagement from directors.

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