Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Stockholder Approval of the Vertex Energy, Inc. Amended and Restated 2020


    Equity Incentive Plan





On May 26, 2021, Vertex Energy, Inc. ("we", "us" or the "Company") held its 2021
Annual Meeting of Stockholders (the "Meeting"). At the Meeting, the stockholders
of the Company approved and ratified the Company's Amended and Restated 2020
Equity Incentive Plan (the "2020 Plan"), which amended the Company's 2020
Restated Equity Incentive Plan to (a) clarify that the plan includes a
limitation on the number of shares of common stock that may be issued pursuant
to the plan; (b) include a 25 million share limit on the number of shares of
common stock issuable upon exercise of incentive stock options granted under the
plan; (c) allow for repricing of options granted under the plan without the
consent of any holder of such options provided that no repricing may (1)
increase the exercise price of any option granted under the plan, or (2) reduce
the exercise price below the fair market value (as defined in the plan) of the
Company's common stock on the date the action is taken to reduce such exercise
price (without the approval of the holder thereof); and (d) make certain other
conforming changes to the plan. The Company's stockholders approved the 2020
Plan in accordance with the voting results set forth below under Item 5.07. The
amendments to the 2020 Plan were originally approved by the Board of Directors
of the Company on March 30, 2021, subject to stockholder approval.



The material terms of the 2020 Plan were described in the Company's Proxy
(defined below in Item 5.07) under the caption "  Proposal 2 - Approval of the
Adoption of the Company's Amended and Restated 2020 Equity Incentive Plan  ".
The 2020 Plan provides an opportunity for any employee, officer, director or
consultant of the Company, subject to limitations provided by federal or state
securities laws, to receive (i) incentive stock options (to eligible employees
only); (ii) nonqualified stock options; (iii) restricted stock; (iv) stock
awards; (v) shares in performance of services; or (vi) any combination of the
foregoing. In making such determinations, the Board of Directors (or the
Compensation Committee) may take into account the nature of the services
rendered by such person, his or her present and potential future contribution to
the Company's success, and such other factors as the Board of Directors (or the
Compensation Committee) in its discretion shall deem relevant. Incentive stock
options granted under the 2020 Plan are intended to qualify as "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). Nonqualified (non-statutory stock options) granted
under the 2020 Plan are not intended to qualify as incentive stock options

under
the Code.




The above description of the 2020 Plan does not purport to be complete, and is
qualified in its entirety by reference to the full text of the 2020 Plan, which
is attached as Exhibit 10.1 hereto and is incorporated by reference into
this Item 5.02.

Item 5.07 Submission of Matters to a Vote of Security Holders.


At the Meeting, an aggregate of 23,017,297 shares of voting stock, or 39.7% of
our 57,956,057 total outstanding voting shares (including shares of our common
stock, Series A Convertible Preferred Stock, Series B Preferred Stock and Series
B1 Preferred Stock, which vote together as a single class) as of March 30, 2021,
the record date for the Meeting (the "Record Date"), were present at or were
voted at the Meeting, constituting a quorum. The following proposals were voted
on at the Meeting (as described in greater detail in the   Definitive Proxy
Statement on Schedule 14A  , filed with the Securities and Exchange Commission
on April 7, 2021 (the "Proxy")), with the results of such voting as set forth
below. Capitalized terms have the meanings given to such terms in the Proxy and
this Form 8-K should be read in connection with the Proxy.



Proposal 1                   For          Withhold*     Broker Non-Votes
Election of Directors
Benjamin P. Cowart        22,006,582        48,336              974,415
Dan Borgen                21,228,979       825,939              974,415
David Phillips            21,245,391       809,527              974,415
Christopher Stratton      21,236,670       818,248              974,415
Timothy C. Harvey         22,001,962        52,956              974,415
James P. Gregory          21,982,860        72,058              974,415




Proposal 2                                 For            Against        Abstain       Broker Non-Votes
Approval of the Company's Amended
and Restated 2020 Equity Incentive
Plan                                    18,261,279       3,777,926         15,713              974,415




Proposal 3                                 For           Against        Abstain*       Broker Non-Votes
Ratification of the appointment of
Ham, Langston & Brezina, L.L.P., as
the company's independent auditors
for the fiscal year ending December
31, 2021                                22,966,447         50,850         12,036                 -0-







As a result of the above voting, each of the six (6) director nominees were duly
appointed to the Board of Directors by a plurality of the votes cast (there was
no solicitation in opposition to management's nominees as listed in the proxy
statement), each to serve a term of one year and until their respective
successors have been elected and qualified, or until their earlier resignation
or removal and proposals 2 and 3, which each required the affirmative vote of a
majority of the shares present in person or represented by proxy at the Meeting
and entitled to vote, were validly approved by the Company's stockholders.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



 Exhibit
   No.      Description

10.1* Vertex Energy, Inc. Amended and Restated 2020 Equity Incentive Plan

* Filed herewith.

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