8-K

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 1, 2021

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

(Former Name or Former Address, If Changed Since Last Report)

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 (see General Instruction A.2. below):

☐ 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)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	QRHC	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2021, the Board of Directors (the “Board”) of Quest Resource Holding Corporation, a Nevada corporation (the “Company”), appointed Glenn Culpepper as a new director on the Board, effective immediately. No decision has been made with respect to the naming of Mr. Culpepper to any standing committees of the Board.

Mr. Culpepper will be entitled to the compensation the Company offers its other non-employee directors, including annual retainers and equity compensation. For more information on the compensation of the Company’s directors, please refer to the disclosures under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on June 1, 2021.

There are no arrangements or understandings between Mr. Culpepper and any other person pursuant to which Mr. Culpepper was selected as a director. Mr. Culpepper is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On June 30, 2021, the Company closed on its previously announced acquisition of the assets of an Atlanta-based independent environmental services company.

On July 7, 2021, the Company issued a press release announcing the appointment of Mr. Culpepper to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.	Description
99.1	Press Release, dated July 7, 2021.

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.

	QUEST RESOURCE HOLDING CORPORATION
Dated: July 7, 2021	By:	/s/ Laurie L. Latham
		Name:	Laurie L. Latham
		Title:	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Quest Resource Holding Corporation

Names Industry Veteran, Glenn Culpepper, to Board of Directors

The Colony, TX, July 7, 2021 - Quest Resource Holding Corporation (Nasdaq: QRHC) ("Quest"), a national leader in environmental waste and recycling services, today announced that Glenn A. Culpepper has been elected to its Board of Directors. Mr. Culpepper will serve on the Board’s Compensation and Strategic Planning Committees.

Mr. Culpepper has more than 35 years of broad-based financial experience. He has served in senior executive roles and as a director to public and private companies in the environmental services, construction materials, and mining industries. Mr. Culpepper currently serves on the Board of Directors at Wind River Environmental, a leading liquid waste services company.

Previously, he served as Chief Financial Officer at Republic Services (NYSE: RSG), as Senior Vice President of Newmont Mining (NYSE:NEM), and as Chief Financial Officer of Summit Materials LLC (NYSE: SUM). Culpepper spent over 21 years at construction materials multinational, CRH plc (NYSE: CRH), including two years as its principal financial officer and a member of its Board of Directors, and 13 years as Chief Financial Officer of Oldcastle Materials, Inc., its North American operation. Mr. Culpepper also held roles in audit, tax and M&A at Price Waterhouse. He received his B.A. and M.B.A. degrees from the University of Michigan.

“I appreciate the Board’s commitment to supporting management and Glenn’s proven expertise and industry experience will make him a strong addition to our Board. His years of operating experience, transaction capabilities, and financial expertise will provide critical perspective in helping us in continuing to grow the scale and scope of our business, and creating shareholder value,” said Quest President and Chief Executive Officer S. Ray Hatch.

Dan Friedberg, Quest’s Chairman of the Board, added, “Glenn brings experience in waste and environmental services, operations, mergers & acquisitions, and corporate finance at both small and large businesses. The election of Glenn reflects our commitment to building a board with a diverse set of skills to support management as we build a sustainability and waste services leader."

About Quest Resource Holding Corporation

Quest is a national provider of waste and recycling services that enable our customers to achieve and satisfy their environmental and sustainability goals and responsibilities. Quest provides businesses across multiple industry sectors with single source, customer specific solutions to address a wide variety of waste streams and recyclables generated by their operations. Quest also provides information and data that tracks and reports the environmental results of Quest’s services, provides actionable data to improve business operations, and enables Quest’s customers to achieve and satisfy their environmental and sustainability goals and responsibilities. For more information, visit www.qrhc.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a "safe harbor" for such statements in certain circumstances. These statements are made based upon current expectations that are subject to risk and uncertainty. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, as discussed in greater detail in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2020. You are cautioned not to place undue reliance on such statements and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by law to do so.

Investor Relations Contact:

Three Part Advisors, LLC - Joe Noyons • 817.778.8424

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