Arq : 2023 Proxy Statement

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant

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• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))x Definitive Proxy Statement
• Definitive Additional Materials
• Soliciting Material under §240.14a-12

ARQ, INC.

(Name of Registrant as specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

• No fee required

• Fee paid previously with preliminary materials.
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April 29, 2024

Dear Fellow Stockholder:

On behalf of the Board of Directors, we are pleased to invite you to the 2024 Annual Meeting of Arq, Inc.'s Stockholders, which will be held at 9:00 a.m. (Mountain Time) on June 10, 2024. We are pleased to announce that this year's Annual Meeting will again be a virtual meeting via live webcast on the Internet. You will be able to electronically attend the Annual Meeting and vote during the meeting by visiting www.virtualshareholdermeeting.com/ARQ2024. To enter the Annual Meeting, you will need the 16-digit control number located on the Notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. We recommend that you log in at least 10 minutes before the meeting to ensure you are logged in when the meeting starts.

At the Annual Meeting, you will be asked to elect eight directors named in the Proxy Statement, provide your advisory approval of our executive compensation, ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, approve the Arq, Inc. 2024 Omnibus Incentive Plan, and approve the Seventh Amendment of the Company's Tax Asset Protection Plan.

The accompanying notice of meeting and this Proxy Statement provide specific information about the Annual Meeting and explain the various proposals. Please read these materials carefully.

Thank you for your continued support of and interest in our Company.

Robert Rasmus

Chief Executive Officer

Arq, Inc.

8051 E. Maplewood Ave., Ste. 210

Greenwood Village, Colorado 80111

Telephone: [phone]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The Annual Meeting of Stockholders of Arq, Inc. ("ARQ" or the "Company"), a Delaware corporation, will be held at 9:00 a.m. (Mountain Time) on June 10, 2024 via live webcast on the Internet, which can be accessed by visiting www.virtualshareholdermeeting.com/ARQ2024, where you will be able to electronically attend the Annual Meeting and vote on the following:

1. To elect eight directors of the Company named in this Proxy Statement;
2. To approve, in an advisory vote, our executive compensation;
3. To ratify the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
4. To approve our 2024 Omnibus Incentive Plan;
5. To approve the Seventh Amendment of the Company's Tax Asset Protection Plan; and
6. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Stockholders of record at the close of business on April 12, 2024 are entitled to notice of and to vote at the Annual Meeting. The approximate date on which the proxy materials, including this Proxy Statement, are first being made available to stockholders is April 29, 2024.

Our stockholders are cordially invited to attend the Annual Meeting via a virtual meeting. Stockholders of record and many of our stockholders will be able to electronically attend the Annual Meeting as well as vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/ARQ2024and entering the 16‐digit control number included in our notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials. We recommend that you log in at least 10 minutes before the meeting to ensure you are logged in when the meeting starts. For specific instructions, please refer to "General Matters" in this proxy statement and the instructions on the proxy card.

Please call our toll-free number (888-822-8617) if you have questions concerning the meeting.

By Order of the Board of Directors,

Robert Rasmus

Chief Executive Officer

April 29, 2024

Important Notice

Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 10, 2024

The Company's Proxy Statement and Annual Report to Stockholders are Available at: www.proxyvote.com

TABLE OF CONTENTS
	Page
General Matters	6
Proposal One - Election of Directors	8
Corporate Governance	10
Related Person Transactions	20
Director Compensation	21
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Proposal Two - Advisory Approval of Executive Compensation	25
Executive Compensation (including Compensation Discussion and Analysis)	25
Proposal Three - Ratification of Independent Registered Accounting Firm	39
Report of the Audit Committee	40
Independent Registered Public Accounting Firm	41
Audit Committee Approval of Services	41
Proposal Four - Approval of Arq 2024 Omnibus Incentive Plan	42
Proposal Five - Approval of Tax Asset Protection Plan	50
Other Matters	54
Appendix A	72
Proxy Voting Card	75

Please note that website references throughout this document are provided for convenience only, and the information on our website is not part of this Proxy Statement and is not incorporated by

reference herein.

PROXY STATEMENT - GENERAL MATTERS

This Proxy Statement is furnished to the stockholders of Arq, Inc., a Delaware corporation, ("Arq" or the "Company," formerly known as Advanced Emissions Solutions, Inc.) in connection with the solicitation of proxies by the Company's Board of Directors (the "Board"), to be voted at our annual meeting of stockholders ("Annual Meeting" or "meeting" or "annual meeting") to be held at 9:00 AM (Mountain Time) on Monday, June 10, 2024, via virtual meeting, and any postponements or adjournments thereof. This Proxy Statement and accompanying form of proxy are first being made available to our stockholders on or about April 29, 2024. The shares represented by all proxies that are properly executed and submitted will be voted at the meeting in accordance with the instructions indicated thereon, and if no instructions are given, then to the extent permitted by law, in the discretion of the proxy holder. Throughout this Proxy Statement, the terms "we," "us," "our" and "our Company" refer to Arq, Inc. and, unless the context indicates otherwise, our consolidated subsidiaries.

PARTICIPATION IN VIRTUAL MEETING

In accordance with Delaware law, the Board has authorized that the Annual Meeting be held via virtual meeting, and accordingly, stockholders and proxy holders virtually attending the Annual Meeting are deemed present in person for purposes of determining the presence of a quorum.

For stockholders of record, the only item of information needed to access the Annual Meeting from the website is the 16-digit control number located in the Notice of Internet Availability of Proxy Materials or on your proxy card. If your shares are held in street name (as explained below) and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a "legal proxy" in order to be able to attend, participate in or vote at the annual meeting.

Please have the Notice of Internet Availability of Proxy Materials or proxy card in hand when you access the website and then follow the instructions.

VOTING RIGHTS AND VOTE REQUIRED

Our Board has fixed the close of business on April 12, 2024 as the record date (the "Record Date") for determination of stockholders entitled to notice of and to vote at the meeting. On the Record Date, 33,474,983 shares of our common stock were issued and outstanding, each of which entitles the holder thereof to one vote on all matters that may come before the Annual Meeting.

We do not have any class of voting securities outstanding other than our common stock. A minimum of one-third of the shares of our common stock issued and outstanding entitled to vote at the Annual Meeting must be represented at the Annual Meeting in person or by proxy in order to constitute a quorum. An abstention or a "broker non-vote" (as explained below) will be counted as present for determining whether the quorum requirement is satisfied. If a quorum exists, actions or matters other than the election of the Board are approved if the votes cast in favor of the action exceed the votes cast opposing the action unless a greater number is required by the Delaware General Corporation Law (the "DGCL") or our Second Amended and Restated Certificate of Incorporation. In accordance with our bylaws, our Board designated any uncontested election of directors, including election of directors at this Annual Meeting, as a proposal to be subject to the plurality voting standard. As such, the eight nominees receiving the highest number of votes cast will be elected as directors. Cumulative voting is not allowed for any purpose.

If, as of the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then that firm or organization is the stockholder of record for purposes of voting at the Annual Meeting and you are considered the beneficial owner of shares held in "street name." If you are a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares held in your account. If you do not instruct your broker or other agent on how to vote your shares, your broker or other agent, in its discretion, may vote your shares on routine matters or they may elect not to vote your shares. Whether or not a matter is routine is subject to the determination by the stock exchange. When a broker or other agent holding shares for a beneficial holder does not receive voting instructions from the beneficial owner and the broker or other agent does not have discretionary voting power on the matter(s), it will result in a "broker non-vote" for the matters on which the broker or other agent

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cannot vote. Broker non-votes on a particular proposal are considered present for purposes of determining a quorum, but will not be treated as votes cast with respect to any proposal.

Abstentions and "broker non-votes" will have no effect on the outcome of proposals voted upon at the Annual Meeting, except we do not expect there to be any "broker non-votes" for purposes of the ratification of our independent registered public accounting firm, as broker or other agents are expected to have discretionary authority to vote on this proposal (although they are not required to do so).

Unless instructions to the contrary are marked, or if the proxy card is properly executed but no instructions are specified, shares represented by proxies will be voted as follows:

FORALL the persons nominated by the Board for Directors for election at the Annual Meeting, being: Laurie Bergman, Jeremy Blank, Richard Campbell- Breeden, Carol Eicher, Gilbert Li, Julian McIntyre, Robert Rasmus and L. Spencer Wells;

FORthe approval, on an advisory basis, of the compensation of the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including compensation tables and narrative discussion as set forth under the Executive Compensation section of this Proxy Statement;

FORthe ratification of the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024;

FORthe approval of the Arq, Inc. 2024 Omnibus Incentive Plan; and

FORthe approval of the Seventh Amendment of the Company's Tax Asset Protection Plan.

We do not know of any other matter or motion to be presented at the Annual Meeting. If any other matter or motion should be presented at the Annual Meeting upon which a vote must be properly taken, to the extent permitted by law, the persons named in the accompanying form of proxy intend to vote such proxy in the discretion of such person as the directors of the Company may recommend, including any matter or motion dealing with the conduct of the Annual Meeting.

Voting by Mail, via the Internet or by Telephone

Stockholders whose shares are registered in their own names may vote by mailing a completed proxy card, via the internet or by telephone. Instructions for voting via the internet or by telephone are set forth on the included proxy card. To vote by mailing a proxy card, sign and return the available proxy card to the address set forth on the proxy card and your shares will be voted at the Annual Meeting in the manner you direct. If no directions are specified but the proxy card is properly executed, your shares will be voted as described above.

If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares over the internet or by telephone rather than by mailing a completed voting instructions card provided by the bank or brokerage firm. Please check the voting instructions card provided by your bank or brokerage house for availability and instructions. If internet or telephone voting is unavailable from your bank or brokerage house, please complete and return the voting instructions card provided by the bank or brokerage firm.

Any stockholder who completes a proxy or votes via the internet or by telephone may revoke the action at any time before it is exercised at the Annual Meeting by delivering written notice of such revocation to the Company's General Counsel and Secretary (Clay Smith), 8051 E. Maplewood Ave., Ste. 210, Greenwood Village, Colorado 80111, by submitting a new proxy executed at a later date, or by joining the virtual meeting and voting such stockholder's shares in a manner different to his, her, or its previously completed proxy card.

The Company is bearing the costs of this solicitation of proxies. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or by electronic communication by certain of our directors, officers, and employees, who will not receive any additional compensation for such solicitation activities.

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PROPOSAL ONE

ELECTION OF DIRECTORS OF THE COMPANY

Our Nominating and Governance Committee has recommended to our Board the slate of eight directors- Laurie Bergman, Jeremy Blank, Richard Campbell- Breeden, Carol Eicher, Gilbert Li, Julian McIntyre, Robert Rasmus and L. Spencer Wells-for election by our stockholders, and the Board approved the recommendation and the slate of directors. Each director will hold office until the next annual meeting of stockholders and thereafter until a successor is elected and qualified. The eight nominees receiving the highest number of votes cast will be elected as directors. Cumulative voting is not permitted in the election of directors.

Each of the nominees has consented to be named herein and to serve if elected, and have been recommended by the Nominating and Governance Committee, and approved by the board, subject to shareholder vote. We do not anticipate that any nominee will become unable or unwilling to accept nomination or election, but if this should occur, the persons named in the proxy intend to vote for the election in his or her stead of such other person as the Board may recommend or the size of the Board may be decreased. Last year three of the seven directors then serving were unable to attend our annual meeting due to scheduling conflicts.

Detailed biographical information about each director nominee can be found under the Corporate Governance section of this Proxy Statement. The following table sets forth certain information, including expected committee membership as of June 10, 2024, as to each director nominee of the Company:

Director Name		Audit		Compensation		Nominating and
			Governance
Laurie Bergman		n				u
Jeremy Blank
Richard Campbell-Breeden				u
Carol Eicher		u		u		n
Gilbert Li						u
Julian McIntyre
Robert Rasmus
L. Spencer Wells (1)		u		n
n = Chair
u = Member
(1) Mr. Wells is the Chair of the Board.

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No family relationship exists between any directors or executive officers.

The Company does not have a specific policy on diversity of the Board. Instead, the Board evaluates nominees in the context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on the group's diversity of experience, backgrounds, represent stockholder interests through the exercise of sound judgment. The following table sets forth the Board diversity as of the Record Date:

Total number of Directors:	8
		Female		Male		Non-Binary		Did not disclose
					gender
Gender Identity	2	6		-		-
Demographic Background:
Asian		-	1		-		-
White	2	5		-		-

Director Compensation information for the fiscal year ended December 31, 2023 can be found under the "Director Compensation" section of this Proxy Statement.

Board Recommendation

Our Board recommends that you vote "FOR ALL" of the persons nominated above, being Laurie Bergman, Jeremy Blank, Richard Campbell-Breeden, Carol Eicher, Gilbert Li, Julian McIntyre, Robert Rasmus and L. Spencer Wells.

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CORPORATE GOVERNANCE

Board Membership Criteria

Criteria established for the selection of candidates for the Board include:

• An understanding of business and financial affairs and the complexities of an organization that operates as a public company;
• A genuine interest in representing all of our stockholders and the interests of the Company overall;
• A willingness and ability to spend the necessary time required to function effectively as a director;
• An open-minded approach to matters and the resolve and ability to independently analyze matters presented for consideration;
• A reputation for honesty and integrity that is above reproach;
• Any qualifications required of independent directors by the Nasdaq Stock Market and applicable law; and
• As to any candidate who is an incumbent director (who continues to be otherwise qualified), the extent to which the continuing service of such person would promote stability and continuity amongst the Board as a result of such person's familiarity and insight into the Company's affairs, and such person's prior demonstrated ability to work with the Board as a collective body.

The Nominating and Governance Committee of the Board seeks directors with strong reputations and experience in areas relevant to our strategy and operations, such as environmental and diversified chemical technologies, and government regulation and relations, as well as those with overall business acumen and experience in financial matters. Each of our director nominees set forth in this Proxy Statement holds or has held senior executive positions in complex organizations and has operating or financial experience that meets this objective, as described below. In these positions, the director nominees have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, corporate governance, executive compensation, risk management and leadership development. The Nominating and Governance Committee also believes that each of the director nominees has other key attributes that are critical to the composition of an effective Board: integrity and demonstrated impeccable ethical standards, sound judgment, analytical skills, the ability to work together in a constructive and collaborative fashion and the commitment to devote significant time and energy to service on the Board and its Committees.

The specific experience, qualifications and background of each director for election by our stockholders is as follows:

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