Arq (ARQ) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 10, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, a new incentive plan, and a tax asset protection plan amendment.

• Six directors are nominated for election, and shareholders of record as of April 14, 2026, are eligible to vote.

• Proxy materials are distributed via internet and mail, with multiple voting methods available.

Voting matters and shareholder proposals

• Proposals include electing six directors, advisory approval of executive compensation, ratification of Baker Tilly US, LLP as auditor, approval of the 2026 Omnibus Incentive Plan, and approval of the Ninth Amendment to the Tax Asset Protection Plan.

• Shareholders can submit proposals for the 2027 annual meeting by December 29, 2026.

Board of directors and corporate governance

• Board consists of six nominees with diverse backgrounds in finance, operations, and industry leadership.

• Four directors are independent per Nasdaq standards; all committees are composed solely of independent directors.

• The board maintains Audit, Compensation, and Nominating and Governance Committees, each meeting multiple times in 2025.

• Board leadership separates CEO and Chair roles, with the Chair being an independent director.

• Stockholders can communicate directly with the board, and a Code of Ethics is in place.