UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 17, 2024
HIREQUEST, INC.
(Exact name of registrant as specified in its Charter)
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Delaware | | 000-53088 | | 91-2079472 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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111 Springhall Drive, Goose Creek, SC | | 29445 |
(Address of Principal Executive Offices) | | (Zip Code) |
(843) 723-7400
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, 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 | HQI | 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 5.07 Submission of Matters to a Vote of Security Holders.
On June 14, 2024, HireQuest, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted to: (i) elect each of the six nominees for director to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified, (ii) ratify the selection of FORVIS, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, and (iii) approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. The number of shares of common stock outstanding and eligible to vote as of April 23, 2024, the record date for the Annual Meeting, was 13,958,591. Of these, a total of 12,896,802 shares were voted, either in person or by proxy.
The final voting results were as follows:
Proposal #1
Election of Directors
Director Nominee | For | Withheld | Broker Non-Votes |
| Richard F. Hermanns | 11,239,099 | 32,893 | 1,624,810 |
| R. Rimmy Malhotra | 11,017,108 | 254,884 | 1,624,810 |
| Lawrence Hagenbuch | 10,862,796 | 409,196 | 1,624,810 |
| Kathleen Shanahan | 10,949,993 | 321,999 | 1,624,810 |
| Edward Jackson | 11,237,986 | 34,006 | 1,624,810 |
| Jack A. Olmstead | 11,195,582 | 76,410 | 1,624,810 |
Proposal #2 | For | Against | Abstain |
| The ratification of the selection of FORVIS, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 | 12,895,369 | 1,235 | 198 |
Proposal #3 | For | Against | Abstain | Broker Non-Votes |
| Non-binding advisory vote on the compensation paid to the Company's named executive officers | 11,224,156 | 40,933 | 6,903 | 1,624,810 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
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| | | HIREQUEST, INC. |
| | | (Registrant) |
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| Date: June 17, 2024 | | | | /s/ John McAnnar |
| | | | | John McAnnar |
| | | | | Chief Legal Officer, Vice President, and Corporate Secretary |
