DEF: Arq, Inc. Announces 2025 Annual Meeting and Seeks Stockholder Approval for Key Proposals

Arq, Inc. is set to hold its 2025 Annual Meeting virtually on June 3, 2025, seeking stockholder votes on director elections, executive compensation, accounting firm ratification, and an amendment to the Tax Asset Protection Plan.

Summary

• Arq, Inc. will hold its 2025 Annual Meeting of Stockholders on June 3, 2025, at 9:00 a.m. (Mountain Time) via live webcast.
• Stockholders of record as of April 7, 2025, are entitled to vote at the meeting.
• The meeting will address the election of six directors, advisory approval of executive compensation, the frequency of future executive compensation votes, ratification of Moss Adams LLP as the independent accounting firm for the fiscal year ending December 31, 2025, and approval of the Eighth Amendment of the Company's Tax Asset Protection Plan.
• The Board recommends voting for all director nominees, the approval of executive compensation, a frequency of every 'one year' for future executive compensation votes, the ratification of Moss Adams LLP, and the approval of the Eighth Amendment of the Tax Asset Protection Plan.
• The company had 42,214,253 shares of common stock outstanding as of the record date.
• The Board recommends that stockholders vote to hold an advisory vote on executive compensation every 'one year'.
• The Board is asking stockholders to approve the Tax Asset Protection Plan, as amended on April 6, 2018, April 5, 2019, April 8, 2020, April 9, 2021, March 15, 2022, April 13, 2023, April 15, 2024, and April 8, 2025 (the 'TAPP').
• As of December 31, 2024, Arq had federal net operating losses and general business credit carry-overs of approximately $86.1 million (the 'Tax Assets').

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone due to the company's efforts to engage with stockholders and protect its assets.

Positives

• The Board is actively seeking stockholder input on key governance matters.
• The virtual meeting format allows for broader stockholder participation.
• The company is taking steps to protect its valuable tax assets.
• The Board recommends that stockholders vote to hold an advisory vote on executive compensation every 'one year'.

Risks

• Failure to approve the Eighth Amendment of the Company's Tax Asset Protection Plan could jeopardize the company's ability to utilize its Tax Assets.
• The amount of the Tax Assets has not been audited or otherwise validated by the Internal Revenue Service (the 'IRS').
• The IRS could challenge the amount of the Tax Assets, which could result in an increase in our liability for income taxes.
• Although the TAPP is intended to diminish the likelihood of an 'ownership change' under Section 382 of the Internal Revenue Code, we cannot assure you that it will be effective.

Future Outlook

The company aims to continue its mission to improve the quality of air, water, and soil through innovative technical solutions and sustainable business practices.

Management Comments

• Robert Rasmus, Chief Executive Officer, expressed gratitude for stockholders' continued support and interest in the Company.

Industry Context

The company operates in the environmental solutions industry, focusing on air and water quality, and is subject to government regulations and relations.

Comparison to Industry Standards

• The document references a peer group of companies in similar industries, including Environmental and Facility Services, Fertilizers and Agricultural Chemicals, Industrial Machinery, Oil and Gas Equipment and Services, Oil and Gas Refining and Marketing, and Specialty Chemicals.
• The Compensation Committee utilized the peer group established as a result of the market analysis undertaken by Lyons, Benenson & Company in connection with their engagement as the Compensation Committees independent compensation consultant in 2023.
• The Companys peer group review process includes provisions to accommodate changes in the peer group such as, for example, if one peer company merges with another.

Stakeholder Impact

• The outcome of the votes will impact stockholders, executive officers, and potentially the company's ability to utilize its tax assets.
• The TAPP is intended to protect the tax assets of the Company and to act as a deterrent to any person acquiring beneficial ownership of 4.99% or more of the Companys outstanding stock without the approval of the Board.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The company will hold its Annual Meeting on June 3, 2025.
• The Board will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Executive Compensation, Board of Directors, Tax Asset Protection Plan, Moss Adams, Director Election, Corporate Governance, Virtual Meeting