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): February 20, 2024 (February 16, 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
|
Warrants to purchase common stock
|
|
THWWW
|
|
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. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On February 16, 2024, the Board of Directors (the “Board”)
of Target Hospitality Corp. (the “Company”) appointed John C. Dorman, age 73, to serve as a member of the Board, effective immediately until his current
term expires as of the date of the Company’s 2024 Annual Meeting of Stockholders. Mr. Dorman will serve as a member of the Nominating and Corporate Governance and Audit Committees of the Board and qualifies as an independent director under the
independence standards established by the Nasdaq Stock Market. The Company announced the appointment of Mr. Dorman in its February 20, 2024 press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Mr. Dorman is a serial entrepreneur with multiple successes in building software and services companies in the financial technology
sector. Mr. Dorman previously served as a director of Online Resources Corporation, a developer and supplier of electronic payment services, from May 2009 until it was sold to ACI Worldwide, Inc. in March 2013, and as its Chair from June 2010
until the sale. Dorman also previously served as Co-Chair of Online Resources Corporation from January 2010 to June 2010, and as Interim Chief Executive Officer from April 2010 to June 2010. From October 1998 to August 2003, he served as Chief
Executive Officer of Digital Insight Corporation, a provider of software-as-a-service for online banking and bill payment for financial institutions, and served on the board of directors of Digital Insight until the company was acquired in 2007
by Intuit, Inc. Mr. Dorman served as Senior Vice President of the Global Financial Services Division of Oracle Corporation from August 1997 to October 1998; and Chair and Chief Executive Officer of Treasury Services Corporation, a provider of
modeling and analysis software for financial institutions, from 1983 to 1997. Mr. Dorman is currently serving as an independent director for LoanDepot, Inc. (NYSE: LDI) and SmartRent, Inc. (NYSE; SMRT). He also serves on the private boards of
LandGate, Inc. and DeepDyve, Inc. Mr. Dorman earned a B.A. in Business Administration and Philosophy from Occidental College and an M.B.A. in Finance from the University of Southern California.
Mr. Dorman will also enter into the Company’s standard director and officer indemnification agreement, the form of which was previously
filed by the Company as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 21, 2019.
There are no arrangements or understandings between Mr. Dorman and any other persons pursuant to which he was appointed as a director.
There are no transactions between Mr. Dorman and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Dorman will receive compensation for his Board and committee memberships based upon the levels described for
non-employee directors in the Company’s proxy statement for its 2023 Annual Meeting of Stockholders.
Also on February 16, 2024, Joy Berry notified the Company of her decision to resign as a director from the Board, effective February
16, 2024. Ms. Berry advised the Company that her decision did not result from any disagreement with the Company, its management or the Board on any matter, whether related to the Company’s operations, policies, practices or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No.
|
|
Exhibit Description
|
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: February 20, 2024
|
|
Name: Heidi D. Lewis
|
|
|
|
Title: Executive Vice President, General Counsel and Secretary
|