Target Hospitality Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

☐	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))

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:

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:

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:

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:

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.