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

On June 11, 2020, the stockholders of Nesco Holdings, Inc. (the "Company") approved an amendment to increase the number of shares available under the Nesco Holdings, Inc. 2019 Omnibus Incentive Plan by 3,000,000 shares from 3,150,000 shares to 6,150,000 shares (the "Amended and Restated Plan"). The Amended and Restated Plan was filed as Annex A to the Company's definitive proxy statement filed May 1, 2020 and the terms thereof are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 11, 2020, the Company held an annual meeting of its stockholders to vote on the following proposals:

Proposal One: The Board of Directors nominated three Class A directors for election to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified. In accordance with the voting results listed below, each of the nominees was elected as a Class A director.



     Nominee           For        Withheld     Broker Non-Votes
Lee Jacobson        29,761,404    8,080,785       1,580,979
L. Dyson Dryden     35,713,385    2,128,804       1,580,979
Jennifer Gray       29,585,529    8,256,660       1,580,979

Proposal Two: The Audit Committee of the Board of Directors selected the accounting firm of Deloitte & Touche LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board of Directors directed that the appointment of the independent accountants be submitted for ratification by the stockholders at the annual meeting. Therefore, in accordance with the voting results listed below, the appointment of Deloitte & Touche LLP was ratified by the stockholders to serve as the independent registered public accountants for the Company for the current fiscal year ending December 31, 2020.



     For         Against     Abstain
  39,423,168        0           0

Proposal Three: The Board of Directors sought stockholder approval of the Amended and Restated Plan. In accordance with the voting results listed below, the Amended and Restated Plan was approved.



     For         Against     Abstain     Broker Non-Votes
  36,384,816    1,456,573      800          1,580,979


Item 9.01.     Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.                Description
10.1                         Nesco Holdings, Inc. Amended and Restated 2019 Omnibus Incentive Plan
                           (incorporated by reference from Annex A to the Company's definitive proxy
                           statement filed May 1, 2020)

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