UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 2018

QUEST RESOURCE HOLDING CORPORATION
(Exact Name of Registrant as Specified in Charter)

 
					
Nevada	 	001-36451	 	51-0665952	
(State or Other Jurisdiction
of Incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	

3481 Plano Parkway
The Colony, Texas	 	75056	
(Address of Principal Executive Offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (972) 464-0004

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§240.12b-2 of this chapter.
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 11, 2018, we held an annual meeting of stockholders to consider and vote upon the following proposals: (1) to elect three directors, each to serve for a three-year term expiring in 2021; (2) to provide a non-binding advisory vote on the compensation of our named executive officers for fiscal 2017 (“say-on-pay”); and (3) to ratify the appointment of Semple, Marchal and Cooper, LLP, an independent registered public accounting firm, as the independent registered public accountant of our company for the fiscal year ending December 31, 2018.
The following directors were elected at the annual meeting:

Director	  	Votes Cast For	 	  	Votes
Withheld	 	  	Broker Non-
Votes	 	
S. Ray Hatch	  	 	9,240,895	 	  	 	—  	 	  	 	2,154,813	 	
Ronald L. Miller	  	 	9,206,484	 	  	 	—  	 	  	 	2,154,813	 	
Mitchell A. Saltz	  	 	9,237,308	 	  	 	—  	 	  	 	2,154,813	 	
Our stockholders approved the compensation of our named executive officers for fiscal 2017 on a non-binding, advisory basis. The results of the vote to approve this proposal were as follows:

 	  	Votes Cast For	 	  	Votes Cast
Against	 	  	Abstentions	 	  	Broker Non-
Votes	 	
Say-on-pay proposal	  	 	9,604,079	 	  	 	17,364	 	  	 	39,744	 	  	 	2,154,813	 	
Our stockholders ratified the appointment of Semple, Marchal and Cooper, LLP as our independent registered public accountants for the fiscal year ending December 31, 2018. The results of the vote to approve this proposal were as follows:

 	  	Votes Cast For	 	  	Votes Cast
Against	 	  	Abstentions	 	  	Broker Non-
Votes	 	
Ratification of Semple, Marchal and Cooper, LLP as independent registered public accountants	  	 	11,452,203	 	  	 	7,464	 	  	 	9,418	 	  	 	—  	 	
Broker non-votes did not affect the outcome of any proposal voted on at the meeting.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 13, 2018	 		 	QUEST RESOURCE HOLDING CORPORATION	
				
	 		 	By:  	 	/s/ Laurie L. Latham	
	 		 		 	Laurie L. Latham	
	 		 		 	Senior Vice President and Chief Financial Officer