Target Hospitality Corp 8-K, filed Jun 20, 2023
Target Hospitality Corp. (TH)
8-K
2023-06-20
For: 2023-06-14
View Original
Added on
April 12, 2026
About this 8-K
Target Hospitality Corp filed this 8-K on June 20, 2023, reporting on events of June 14, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): June 20, 2023 (June 14, 2023 )
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(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:
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On June 19, 2023, the Board of Directors (the “Board”)
of Target Hospitality Corp. (the “Company”) appointed Alex Hernandez, age 45, to serve as a member of the Board, effective immediately until his current
term expires as of the date of the Company’s 2024 annual meeting of stockholders. Mr. Hernandez will serve as a member of the Audit and Compensation Committees of the Board and qualifies as an independent director under the independence standards
established by the Nasdaq Stock Market. The Company announced the appointment of Mr. Hernandez in its June 20, 2023 press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Mr. Hernandez is an accomplished leader with over 20 years of experience in the power, utilities, renewables, nuclear, industrials and
data center infrastructure sectors. From November 2021 through May 2023, he served as President, Chief Executive Officer and director Talen Energy Corporation, one of the largest competitive power companies in North America, as well as Chief
Executive Officer of Cumulus Data, Inc., Talen Energy Corporation’s data center business which he founded, having previously served in various roles, including Chief Financial Officer of Talen Energy Corporation. From 2014 until 2015, Mr.
Hernandez served as Chief Financial Officer, TerraForm Power Inc., which was sold to Brookfield Renewable Partners L.P. Earlier in his career, Mr. Hernandez worked for approximately 10 years, including as a managing director, at Goldman Sachs
& Co., having joined the firm in 2005. Mr. Hernandez earned a Bachelor of Arts degree from Rice University, Bachelor of Science degree from the London School of Economics (general course), and a Master of Business Administration degree from
Columbia University.
Mr. Hernandez will also enter into the Company’s standard director and officer indemnification agreement, the form of which was
previously filed by the Company as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 21, 2019.
There are no arrangements or understandings between Mr. Hernandez and any other persons pursuant to which he was appointed as a
director. There are no transactions between Mr. Hernandez and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Hernandez will receive compensation for his Board and committee memberships based upon the
levels described for non-employee directors in the Company’s proxy statement for its 2023 Annual Meeting of Stockholders.
On June 14, 2023, Barbara J. Faulkenberry notified the Company of her decision to resign as a director from the Board, effective June
19, 2023. Ms. Faulkenberry advised the Company that her decision did not result from any disagreement with the Company, its management or the Board on any matter, whether related to the Company’s operations, policies, practices or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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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.
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Target Hospitality Corp.
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By:
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/s/ Heidi D. Lewis
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Dated: June 20, 2023
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Name: Heidi D. Lewis
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Title: Executive Vice President, General Counsel and Secretary
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Target Hospitality Announces Appointment of Alejandro Hernandez to Board of Directors
THE WOODLANDS, Texas, June 20, 2023 (PRNewswire) - Target Hospitality Corp. ("Target Hospitality," "Target" or the "Company") (Nasdaq: TH), one of North America's largest providers of vertically integrated modular
accommodations and value-added hospitality services, advances its strategic diversification focus, with the appointment of Mr. Alejandro (“Alex”) Hernandez to its board of directors, effective June 19, 2023. Mr. Hernandez will serve as an independent director as well as a member of the Audit and Compensation Committees.
Mr. Hernandez’s experience serving in executive leadership roles across a variety of end markets, including energy transition, renewables, nuclear services,
and data center infrastructure will provide a valuable resource and strengthen Target’s capabilities as the Company continues to pursue an expanding pipeline of strategic growth opportunities.
“We are pleased to welcome Alex as a new independent director to the Target Hospitality board. His extensive knowledge and broad-reaching experiences will
provide an important perspective as we continue to evaluate a range of strategic growth opportunities. His appointment will enhance our current board of directors’ capabilities and experiences, as we continue pursuing our growth strategy focused on
diversifying the customers and end markets we serve,” stated Brad Archer, President and Chief Executive Officer.
Mr. Hernandez is an accomplished leader with over 20 years of experience in the power, utilities, renewables, nuclear, industrials and data center
infrastructure sectors. From November 2021 through May 2023, he served as President, Chief Executive Officer and director of Talen Energy Corporation, one of the largest competitive power companies in North America, as well as Chief Executive Officer
of Cumulus Data, Inc., Talen Energy Corporation’s data center business which he founded. Previously Mr. Hernandez served in various roles, including Chief Financial Officer of Talen Energy Corporation. From 2014 until 2015, Mr. Hernandez served as
Chief Financial Officer of TerraForm Power Inc., which was sold to Brookfield. Earlier in his career, Mr. Hernandez worked for approximately 10 years, including as a
managing director, at Goldman Sachs & Co., having joined the firm in 2005. Mr. Hernandez earned a Bachelor of Arts degree from Rice University, Bachelor of Science degree
from the London School of Economics (general course), and a Master of Business Administration degree from Columbia University.
About Target Hospitality
Target Hospitality is one of North America’s largest providers of vertically integrated modular accommodations and value-added hospitality services in the
United States. Target builds, owns and operates a customized and growing network of communities for a range of end users through a full suite of value-added solutions including premium food service management, concierge, laundry, logistics, security
and recreational facilities services.
Investor Contact
Mark Schuck
(832) 702 – 8009
ir@targethospitality.com
(832) 702 – 8009
ir@targethospitality.com