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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K

CURRENT REPORT

 

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PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 21, 2020 (May 20, 2020)

 

TARGET HOSPITALITY CORP.

(Exact name of registrant as specified in its charter)

 

 

2170 Buckthorne Place, Suite 440

The Woodlands, TX 77380-1775

 (Address, including zip code, of principal executive offices)

 

800-832-4242

 (Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

 

 

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. ◻

Securities registered pursuant to Section 12(b) of the Act:

 

 

(d) On May 20, 2020, the Board of Directors (the “Board”) of Target Hospitality Corp. (the “Company”) appointed Joy Berry, age 62, to serve as a Class III member of the Board, as well as serve as a member of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board, until her current term expires as of the date of the Company’s 2021 annual meeting of stockholders, at which time she intends to stand for re-election.

Ms. Berry has over 35 years of experience across the hospitality and real estate industries. From 2015 to May 2020, Ms. Berry served as the Chief Operating Officer of Luxe Hotels & Luxe Collection Hotels, a curated community of 4- and 5-star luxury properties around the world. She is also Co-Founder of Silver Lining Hospitality, a consulting company founded in 2014 focused on the acquisition, renovation and management of small, independent inns along the California Central Coast. Ms. Berry holds a Bachelor of Science in Business Administration from the University of Arizona. Ms. Berry qualifies as an independent director under the Nasdaq listing standards.

 On May 20, 2020, the Company held its 2020 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 II directors to serve for a term that shall expire at the 2023 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 Class II 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, 2020. The results of the vote taken were as follows:

* Abstentions are not counted as votes cast "FOR" Proposal No. 2 and have no effect on the results of the vote on this proposal.

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.

On May 20, 2020, 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.

(d)  Exhibits

 

 

 

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.