Attached files
| file | filename |
|---|---|
| EX-10.1 - RSU TERMINATION AGREEMENT - Target Hospitality Corp. | ex10-1.htm |
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): August 7, 2020 (August 5, 2020)
TARGET HOSPITALITY CORP.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-38343
|
98-1378631
|
|
(State or other jurisdiction of
incorporation) |
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
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):
|
|
◻
|
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))
|
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:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common stock, par value $0.0001 per share
|
TH
|
The Nasdaq Capital Market
|
|
Warrants to purchase common stock
|
THWWW
|
The Nasdaq Capital Market
|
1
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(e) Compensatory Arrangements of Certain Officers
On August 5, 2020 (the “Effective Date”),
Target Hospitality Corp. (the “Company”) and the Company’s President and Chief Executive Officer, James B. Archer, entered into the Executive Restricted Stock
Units Termination Agreement (the “Agreement”) following the Company’s Compensation Committee of the Board of Directors’ approval of the election by Mr. Archer,
pursuant to his employment agreement, to receive his base salary in cash, rather than in the form of restricted stock units (“RSUs”) as previously elected.
Pursuant to the Agreement (i) Mr. Archer will forfeit a portion of his currently unvested RSUs as of the Effective Date and (ii) the Company will recommence payment of 80% of Mr. Archer’s base salary for the period between the Effective Date and
December 31, 2020. A copy of the Agreement 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
|
2
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: August 7, 2020
|
|
Name: Heidi D. Lewis
|
|
|
|
Title: Executive Vice President, General Counsel
and Secretary
|
3