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 19, 2021 (May 18, 2021)
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.) |
2170 Buckthorne Place, Suite 440
The Woodlands, Texas 77380
(Address of principal executive offices, including zip code)
(800) 832-4242
(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) |
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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)) |
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
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| The Nasdaq Stock Market LLC
|
Warrants to purchase common stock
|
| THWWW
|
| The Nasdaq Stock Market LLC
|
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 18, 2021, Target Hospitality Corp. ("the Company") held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals and cast their votes as follows:
Proposal 1: Election of Directors
The stockholders voted for management’s nominees for election as Class III directors to serve for a term that shall expire at the 2024 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The results of the vote taken were as follows:
| Nominee | For | Withheld | Broker Non-Votes | Percentage of Total Voted For |
Stephen Robertson
| 73,989,065 | 4,971,334 | 7,326,264 | 93.7% |
James B. Archer
| 74,458,278 | 4,502,121 | 7,326,264 | 94.3% |
Joy Berry
| 73,346,961 | 5,613,438 | 7,326,264 | 92.9% |
A plurality of the votes cast were voted in favor of the proposal, and therefore the appointment of the Class III 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 the Company, of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the vote taken were as follows:
| For | Against | Abstentions | Broker Non-Votes | Percentage of Total Voted For |
| 86,278,533 | 7,149 | 981 | | 99.9% |
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.
Item 8.01. Other Events
On May 18, 2021, the Company awarded restricted stock units to each of our 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 |
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| | |
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 19, 2021 | | Name: Heidi D. Lewis |
| | | Title: Executive VP, General Counsel and Secretary |
