Quest Resource (QRHC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 30, 2026, to address director elections, executive compensation, auditor ratification, and amendments to equity plans.

• Stockholders of record as of May 21, 2026, are eligible to vote in person or by proxy.

• Board recommends voting in favor of all proposals, including director nominees and plan amendments.

Voting matters and shareholder proposals

• Election of two directors for three-year terms expiring in 2029.

• Advisory (non-binding) vote on executive compensation for fiscal 2025 (say-on-pay).

• Ratification of Semple, Marchal and Cooper, LLP as independent auditor for fiscal year ending December 31, 2026.

• Approval of amendments to increase shares under the 2024 Incentive Plan by 600,000 and the 2024 ESPP by 150,000 shares.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• Board consists of six directors, divided into three classes with staggered three-year terms.

• All current directors except the CEO are independent under Nasdaq and SEC standards.

• Board committees include Audit, Compensation, Nominations and Corporate Governance, and Strategic Planning, all composed of independent directors.

• Regular executive sessions are held without management present.

• Board diversity is emphasized, with directors bringing varied backgrounds in finance, technology, sustainability, and governance.