Target Hospitality Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 22, 2025 (
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 22, 2025, Target Hospitality Corp. (the “Company”) held its 2025 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 2026 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 | 86,541,455 | 190,092 | 6,666,336 | 99.78% | ||||
| Alex Hernandez | 86,568,130 | 163,417 | 6,666,336 | 99.81% | ||||
| Martin L. Jimmerson | 86,520,296 | 211,251 | 6,666,336 | 99.76% | ||||
| Linda Medler | 86,409,011 | 322,536 | 6,666,336 | 99.63% | ||||
| Pamela H. Patenaude | 86,031,267 | 700,280 | 6,666,336 | 99.19% | ||||
| Stephen Robertson | 83,759,680 | 2,971,867 | 6,666,336 | 96.57% |
Proposal 2: Ratification of Appointment of Independent Auditor
The stockholders ratified the selection, by the audit committee of the Company’s board of directors, of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote taken were as follows:
| For | Against | Abstentions | Percentage of Total Voted For | |||
| 93,106,698 | 188,531 | 102,654 | 99.68% |
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 | ||||
| 85,320,875 | 1,223,709 | 186,963 | 6,666,336 | 98.58% |
Proposal 4: Amend the Incentive Plan Solely to Increase the Number of Shares Authorized for Issuance under the Incentive Plan
The stockholders approved amendments to the Target Hospitality Corp. 2019 Incentive Award Plan (the “Incentive Plan”) solely to increase the number of shares of common stock of the Company authorized for issuance under the Incentive Plan by 5,000,000 shares to a total of 13,000,000 shares. The results of the vote taken were as follows:
| For | Against | Abstentions | Broker Non-Vote | Percentage of Total Voted For | ||||
| 85,594,753 | 1,120,973 | 15,821 | 6,666,336 | 98.68% |
| Item 8.01 | Other Events. |
On May 22, 2025, the Company awarded restricted stock units to each of its non-employee directors. A copy of the form of award agreement for our non-employee directors is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Description | |
| 10.1 | Form of Restricted Stock Unit Agreement (Non-Employee Directors). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 22, 2025 | Name: Heidi D. Lewis | |
| Title: Executive Vice President, General Counsel and Secretary | ||