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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 21, 2026
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 |
| Common stock, par value $0.0001 per share |
|
TH |
|
NASDAQ
Capital Market |
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. |
On May 21, 2026, Target Hospitality Corp. (the
“Company”) held its 2026 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 2027 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 | |
| 89,851,798 | | |
| 62,540 | | |
| 5,169,523 | | |
| 99.93% | |
| Alex Hernandez | |
| 89,814,628 | | |
| 99,710 | | |
| 5,169,523 | | |
| 99.89% | |
| Martin L. Jimmerson | |
| 89,668,417 | | |
| 245,921 | | |
| 5,169,523 | | |
| 99.73% | |
| Linda Medler | |
| 89,830,440 | | |
| 83,898 | | |
| 5,169,523 | | |
| 99.91% | |
| Pamela H. Patenaude | |
| 87,386,598 | | |
| 2,527,740 | | |
| 5,169,523 | | |
| 97.19% | |
| Stephen Robertson | |
| 87,640,029 | | |
| 2,274,309 | | |
| 5,169,523 | | |
| 97.47% | |
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, 2026. The results of the vote taken were as follows:
| For | | |
Against | | |
Abstentions | | |
Percentage of
Total Voted For | |
| 95,036,992 | | |
| 33,243 | | |
| 13,626 | | |
| 99.95% | |
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 | |
| 76,833,468 | | |
| 12,485,993 | | |
| 594,877 | | |
| 5,169,523 | | |
| 85.45% | |
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 4,000,000 shares to a total of 17,000,000 shares. The results of the
vote taken were as follows:
| For | | |
Against | | |
Abstentions | | |
Broker Non-Vote | | |
Percentage of
Total Voted For | |
| 83,736,799 | | |
| 5,627,283 | | |
| 550,256 | | |
| 5,169,523 | | |
| 93.12% | |
On May 21, 2026, 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 Exhibit
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 21, 2026 |
|
Name: Heidi D. Lewis |
| |
|
Title: Executive Vice President, General Counsel
and Secretary |
