Current Report Filing (8-k)

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 15, 2023

HIREQUEST, INC.

(Exact name of registrant as specified in its Charter)


Delaware	000-53088	91-2079472
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


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 15, 2023, HireQuest, Inc. (the “Company”) held its 2023 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, 2023, 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 24, 2023, the record date for the Annual Meeting, was 13,896,709. Of these, a total of 12,360,049 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	10,746,155	12,020	1,601,874
R. Rimmy Malhotra	10,545,766	212,409	1,601,874
Lawrence Hagenbuch	10,519,662	238,513	1,601,874
Kathleen Shanahan	10,537,659	220,516	1,601,874
Edward Jackson	10,746,155	12,020	1,601,874
Jack A. Olmstead	10,746,252	11,923	1,601,874

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, 2023	12,358,386	1,187	476

Proposal #3	For	Against	Abstain	Broker Non-Votes
Non-binding advisory vote on the compensation paid to the Company's named executive officers	10,267,105	61,195	429,875	1,601,874

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.