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)
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Delaware
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98-1378631
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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THCommon stock, par value $0.0001 per share
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TH
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NASDAQ
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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 5.07 |
Submission of Matters to a Vote of Security Holders.
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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:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Percentage of Total Voted For
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James B. Archer
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90,254,313
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56,485
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5,139,347
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99.94%
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John C. Dorman
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89,398,461
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912,337
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5,139,347
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98.99%
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Alex Hernandez
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90,247,961
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62,837
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5,139,347
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99.93%
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Martin L. Jimmerson
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90,253,802
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56,996
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5,139,347
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99.94%
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Linda Medler
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90,152,360
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158,438
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5,139,347
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99.82%
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Pamela H. Patenaude
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90,031,261
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279,537
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5,139,347
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99.69%
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Stephen Robertson
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86,452,946
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3,857,852
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5,139,347
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95.73%
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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:
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For
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Against
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Abstentions
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Percentage of Total Voted For
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93,747,216
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7,512
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1,695,417
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99.99%
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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:
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For
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Against
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Abstentions
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Broker Non-Vote
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Percentage of Total Voted For
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89,177,146
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1,123,287
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10,365
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5,139,347
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98.75%
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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:
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1 Year
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2 Years
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3 Years
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Abstain
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90,120,835
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5,946
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154,721
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29,296
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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.
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.
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Target Hospitality Corp.
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By:
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/s/ Heidi D. Lewis
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Dated: May 24, 2024
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Name: Heidi D. Lewis
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Title: Executive Vice President, General Counsel and Secretary
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