Target Hospitality Corp.
For the period ended May 22, 2025. Filed Apr 8, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
Target Hospitality Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
| | | A word from our President & CEO “I am proud of the commitment and dedication of our team, which led to another successful year for Target Hospitality. Through potential challenges, we remained focused on achieving our strategic priorities and further strengthening our business fundamentals. This commitment to excellence serves as a cornerstone of our ability to continue providing critical solutions to our premier customers, while simultaneously delivering consistent and strong financial results. This foundation provides tremendous confidence as we continue focusing on strategic growth initiatives and creating value for our shareholders. I am excited about the future and look forward to another successful year for Target Hospitality” | | |
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LETTER FROM OUR CHAIR OF THE BOARD OF DIRECTORS AND PRESIDENT AND CHIEF EXECUTIVE OFFICER
April 8, 2025
Dear Fellow Stockholders,
Please mark your calendar for Target Hospitality’s Annual Meeting of Stockholders to be held on May 22, 2025, at 10:00 a.m. Central Time.
2024 Year in Review
As we look back on another successful year, 2024 illustrated the strength of Target’s business fundamentals and ability to consistently deliver strong financial results. These elements advanced the achievement of key strategic initiatives, while supporting Target’s ability to navigate potential challenges and dynamic market conditions appropriately.
The Company remained focused on providing premium solutions to world-class customers, while simultaneously expanding existing service offerings and establishing new customer relationships.
These accomplishments have continued to strengthen Target’s capital structure, centered around an optimized balance sheet with a robust liquidity profile. With this foundation, the Company is well positioned to pursue strategic growth initiatives focused on maximizing shareholder value.
Live Webcast
Please usewww.virtualshareholdermeeting.com/THCORP2025 to attend the Annual Meeting, vote, and submit your questions during the meeting. You will need the control number included with these proxy materials to be admitted into the Annual Meeting.
We adopted this technology in 2019 to expand access to the meeting, improve communications and impose lower costs on our stockholders, the Company and the environment. We believe virtual meetings enable increased stockholder participation from locations around the world. Additionally, the virtual meeting format allows us to continue to proceed with the meeting while mitigating the health and safety risks to participants.
We appreciate the confidence you have placed in us through your investment in our Company and look forward to your attendance.
| | Sincerely, | | | Sincerely, | |
|---|---|---|---|---|---|
| | | | | ||
| | Stephen Robertson Chair of the Board of Directors | | | James B. Archer President and Chief Executive Officer | |
NOTICE OF 2025 ANNUAL
MEETING OF STOCKHOLDERS
| | | How to Vote | | | |||
|---|---|---|---|---|---|---|---|
| | | Your vote is very important. Whether or not you plan to attend the Annual Meeting via live webcast, we hope you will vote as soon as possible. You can vote in person by attending the live webcast or by proxy. Registered holders may vote their shares by mail, while beneficial owners may vote by following the instructions provided by your broker, bank or other agent. See the “Information about the Virtual Annual Meeting and Voting” section for instructions on how to vote your shares. | | | |||
| | | | | Attend the meeting live via webcast | | | |
| | | | | Submit your proxy by internet (proxyvote.com) | | | |
| | | | | Request a printed copy of the proxy materials, then complete, sign, date, and return the proxy card in the envelope provided | | | |
| | | | | By telephone at 1-800-690-6903 | | | |
| | | | | ||
|---|---|---|---|---|---|
| | Date & Time | | | Virtual Meeting | |
| | May 22, 2025 10:00 a.m. Central Time | | | www.virtualshareholdermeeting.com/ THCORP2025 | |
| | Items of Business | | | | | | Board Voting Recommendation | |
|---|---|---|---|---|---|---|---|---|
| | Proposal 1 | | | ELECT AS DIRECTORS THE NOMINEES LISTED IN THIS PROXY STATEMENT TO SERVE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED | | | “FOR” | |
| | Proposal 2 | | | RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT PUBLIC ACCOUNTING FIRM | | | “FOR” | |
| | Proposal 3 | | | APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | “FOR” | |
| | Proposal 4 | | | APPROVE THE SECOND AMENDMENT TO THE TARGET HOSPITALITY CORP. 2019 INCENTIVE AWARD PLAN, AS AMENDED | | | “FOR” | |
Any action on the items of business described above may be considered at the Annual Meeting, at the time and on the date specified above, or at any time and date to which the Annual Meeting may be properly postponed or adjourned. We will also consider any other business items at the Annual Meeting that are properly proposed before adjournment.
Holders of record of our common stock as of the close of business on March 25, 2025, will be entitled to notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
Heidi D. Lewis
Executive Vice President, General Counsel & Secretary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.