UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 24, 2024 (May 23, 2024)


TARGET HOSPITALITY CORP.
(Exact Name of Registrant as Specified in Its Charter)


001-38343
(Commission File Number)

Delaware
98-1378631
(State or Other Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)

9320 LAKESIDE BLVD., SUITE 300
THE WOODLANDS, Texas 77381
(Address of principal executive offices, including zip code)

(832) 709-2563
(Registrant’s telephone number, including area code)

NOT APPLICABLE
(Former name or former address, 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:


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
THCommon stock, par value $0.0001 per share

TH

NASDAQ

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. ☐


1

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

On May 23, 2024, Target Hospitality Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on four proposals and cast their votes as follows:

Proposal 1: Election of Directors

The stockholders voted for management’s nominees for election as directors to serve for a term that shall expire at the 2025 Annual Meeting of Stockholders. The results of the vote taken were as follows:

Nominee
For
Withheld
Broker Non-Votes
Percentage of Total Voted For
James B. Archer
90,254,313
56,485
5,139,347
99.94%
John C. Dorman
89,398,461
912,337
5,139,347
98.99%
Alex Hernandez
90,247,961
62,837
5,139,347
99.93%
Martin L. Jimmerson
90,253,802
56,996
5,139,347
99.94%
Linda Medler
90,152,360
158,438
5,139,347
99.82%
Pamela H. Patenaude
90,031,261
279,537
5,139,347
99.69%
Stephen Robertson
86,452,946
3,857,852
5,139,347
95.73%

A plurality of the votes cast were voted in favor of the proposal, and therefore the appointment of the directors has been ratified by the stockholders.

Proposal 2: Ratification of Appointment of Independent Auditor

The stockholders ratified the selection, by the audit committee of the Board, of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote taken were as follows:

For
Against
Abstentions
Percentage of Total Voted For
93,747,216
7,512
1,695,417
99.99%

A majority of the votes cast were voted in favor of the proposal, and therefore the appointment of auditors has been ratified by the stockholders.

Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers (Say-on-Pay)

The stockholders approved, on an advisory and non-binding basis, the compensation of the named executive officers of the Company. The results of the vote taken were as follows:


For
Against
Abstentions
Broker Non-Vote
Percentage of Total Voted For
89,177,146
1,123,287
10,365
5,139,347
98.75%

A majority of the votes cast were voted in favor of the proposal, and therefore stockholders approved (on a non-binding basis) the compensation of the Company’s named executive officers.

Proposal 4: Determination of the Frequency of the Advisory Vote on the Compensation of the Company’s Named Executive Officers (Say-on-Pay Frequency)

The stockholders approved, on an advisory and non-binding basis, “Every Year” as the frequency on how often the Company will conduct a stockholder advisory vote on executive compensation. The results of the vote taken were as follows:

1 Year
2 Years
3 Years
Abstain
90,120,835
5,946
154,721
29,296

As disclosed above, a majority of the votes cast on Proposal 4 voted, on an advisory basis, to hold an advisory stockholder vote on executive compensation every year. In view of these voting results and in accordance with the Board’s recommendation, the Board has determined that an advisory vote on executive compensation will be submitted to stockholders every year until the next required advisory vote on the frequency of stockholder votes on executive compensation.
2

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
Target Hospitality Corp.
 
 
 
By:
/s/ Heidi D. Lewis
Dated: May 24, 2024
 
Name: Heidi D. Lewis
 
 
Title: Executive Vice President, General Counsel and Secretary
 
 





3
v3.24.1.1.u2
Document and Entity Information
May 23, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 23, 2024
Entity File Number 001-38343
Entity Registrant Name TARGET HOSPITALITY CORP.
Entity Central Index Key 0001712189
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 98-1378631
Entity Address, Address Line One 9320 LAKESIDE BLVD.
Entity Address, Address Line Two SUITE 300
Entity Address, City or Town THE WOODLANDS
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77381
City Area Code 832
Local Phone Number 709-2563
Title of 12(b) Security THCommon stock, par value $0.0001 per share
Trading Symbol TH
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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