Target Hospitality Corp.（納斯達克代碼：TH）於2026年5月21日舉行股東週年大會，並就四項提案進行投票表決。所有提案均獲通過，投票結果如下：

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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% 

 

 

  

  

 

 

 
 Item 8.01
 Other Events.

 

 

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