Arq (ARQ) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with shareholders able to vote electronically on key proposals.

• Proposals include electing six directors, advisory approval of executive compensation, ratification of the external auditor, approval of a new omnibus incentive plan, and approval of the Ninth Amendment to the Tax Asset Protection Plan.

• Shareholders of record as of April 14, 2026, are entitled to vote; 42,876,258 shares of common stock are outstanding, each with one vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, approving executive compensation (say-on-pay), ratifying Baker Tilly US, LLP as auditor, approving the 2026 Omnibus Incentive Plan, and approving the Ninth Amendment to the Tax Asset Protection Plan.

• The board recommends voting in favor of all proposals.

• Shareholders can vote by mail, internet, or phone, and may revoke proxies before the meeting.

Board of directors and corporate governance

• Six director nominees have extensive experience in finance, operations, and governance; four are independent under Nasdaq rules.

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