Arq, Inc. (ARQ)
NASDAQ: ARQ · Real-Time Price · USD
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At close: Sep 11, 2026, 4:00 PM EDT
2.200
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After-hours: Sep 11, 2026, 7:30 PM EDT
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AGM 2026

Jun 10, 2026

Summary

The meeting covered board elections, executive compensation, auditor ratification, and key incentive and tax protection plans, all of which were approved by majority vote. No questions were raised by stakeholders during the session.

Operator

Good morning. Welcome to the 2026 Annual Meeting of Stockholders for Arq, Inc. I will now turn it over to Mr. Robert Rasmus, President and Chief Executive Officer of Arq, Inc.

Robert Rasmus
President and CEO, Arq Inc

Thank you. Good morning. I call the meeting to order. As mentioned, I am Robert Rasmus, President and Chief Executive Officer of Arq, Inc. I will act as chairman of today's meeting. I'd like to welcome everyone that's chosen to join us today virtually for our 2026 Annual Meeting of Stockholders. Please note that a copy of the agenda, rules of conduct, and procedures for this annual meeting are available in the meeting materials section on your screen. To conduct an orderly meeting, we ask that participants abide by these rules. If you have a connection or other issues during the virtual meeting, there is a help button at the bottom right of your screen. Voting polls are now open.

Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via the internet and do not want to change their vote do not need to take any further action. If you have a question regarding one of the proposals today, there is a question box on the bottom left of your screen. We will conduct a Q&A session after the formal meeting is adjourned. With that, I would like to begin the meeting by introducing members of the company's current board of directors, who are also candidates for election for the next board: Laurie Bergman, Jeremy Blank, Richard Campbell-Breeden, Carol Eicher, and Julian McIntyre.

Additionally, we have Joe Wong, Chief Technology Officer, and Clay Smith, General Counsel, joining me today via webcast. Lastly, joining us via webcast is an inspector of election representative from Broadridge Financial Solutions, Heather Obey, a representative from our independent auditors, Baker Tilly, Megan Hodgins, and a representative with the company's outside counsel of Faegre Drinker Biddle & Reath, Jeff Sherman. The secretary advises me that a complete list of the stockholders, as required by Delaware law, is on file at the company's office and has been open to the inspection by any stockholder since two business days following the time that notice of this meeting was given. The list is available and subject to inspection by any stockholder during this meeting.

I have an affidavit of the secretary stating that notice of this meeting has been duly given to all stockholders entitled to vote at the meeting in accordance with Delaware law and the company's bylaws. This affidavit will be placed on file with the records of the meeting. I now request the secretary report as to whether a quorum is present.

Clay Smith
General Counsel, Arq Inc

Mr. Chairman, on April 14th, 2026, the record date, there were 42,876,258 shares of the company's common stock that were outstanding and entitled to vote at this meeting. Based on the number of shares entitled to vote as of the record date, we have confirmed that there is a quorum present via webcast or by proxy for purposes of electing directors to approve, on an advisory basis, the compensation of the company's named executive officers, to ratify the selection of the company's independent auditors, to approve the adoption of the Arq Inc. 2026 Omnibus Incentive Plan, and to approve the ninth amendment to the company's Tax Asset Protection Plan. The report of inspector of elections will include detailed information confirming the quorum.

Robert Rasmus
President and CEO, Arq Inc

Thank you. Heather Obey has been appointed as inspector of election for the purpose of tabulating votes at this meeting. She is a representative of Broadridge Financial Solutions, Inc.. This meeting has been called to consider and vote upon the following matters, each of which is described in detail in the company's proxy statement. The first proposal before the stockholders of the company is the election of six directors to serve until the company's next annual meeting of stockholders or until the respective successors are duly elected and qualified.

The Nominating and Governance Committee of the board of directors duly considered the qualifications of candidates identified by the board or submitted for consideration by stockholders and recommended to the board that the following slate of six individuals, all of whom are current directors, be selected as nominees to the board of directors: Laurie Bergman, Jeremy Blank, Richard Campbell-Breeden, Carol Eicher, Julian McIntyre, and Robert Rasmus. The board recommends a vote for all of the nominees. The company did not receive any proper advance notice of nominations from stockholders in accordance with the company's bylaws. I declare the nomination for directors closed. The vote on the matter will now be taken.

The next proposal set before the stockholders of the company is to approve, on an advisory basis, the compensation of the company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion as set forth under the executive compensation section of the company's proxy statement. The board recommends a vote for approval of the advisory vote on executive compensation. The vote on this matter will now be taken. The next item is the ratification of the audit committee's selection of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The board recommends a vote for ratification of the appointment of Baker Tilly. The vote on this matter will now be taken.

The next order of business is to approve the adoption of the Arq Inc 2026 Omnibus Incentive Plan. The board recommends a vote for the adoption of the Arq Inc. 2026 Omnibus Incentive Plan. The vote on this matter will now be taken. The next item is to approve the ninth amendment to the Arq Inc. Tax Asset Protection Plan. The board recommends a vote for the approval of the ninth amendment of the Arq Inc. Tax Asset Protection Plan. The vote on this matter will now be taken. I am now instructing Ms. Obey, the Inspector of Election, to close the polls.

Heather Obey
Inspector of Election, Broadridge Financial Solutions

Mr. Chairman, the polls are now closed.

Robert Rasmus
President and CEO, Arq Inc

I understand that the Inspector of Election has finished her count. I will call upon the secretary, Mr. Clay Smith, to report on the votes of the matters before this meeting.

Clay Smith
General Counsel, Arq Inc

Each of Laurie Bergman, Jeremy Blank, Richard Campbell-Breeden, Carol Eicher, Julian McIntyre, and Robert Rasmus have been elected as directors by the stockholders. Each candidate received majority of the votes cast for his or her candidacy at the meeting. The compensation of the company's named executive officers, as disclosed in the proxy statement, has been approved on an advisory basis by the stockholders by more than a majority of the votes cast at the meeting. Ratification of the appointment of Baker Tilly US, LLP as the company's independent registered public accounting firm for the year ending December 31, 2026, has been approved by the stockholders by more than a majority of the votes cast at the meeting. The adoption of the Arq Inc. 2026 Omnibus Incentive Plan has been approved by the stockholders by more than a majority of the votes cast at the meeting.

The ninth amendment to the Arq Inc. Tax Asset Protection Plan, as described in the proxy statement, has been approved by the stockholders by more than a majority of the votes cast at the meeting.

Robert Rasmus
President and CEO, Arq Inc

I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting. We have completed the agenda for this meeting and will adjourn. There were no questions asked within the parameters of our code of conduct. I would again like to say thank you for your attendance and your interest in our company