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Get filing alertsTarget Hospitality shareholders approve equity plan expansion, elect six directors
Filed May 21, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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Shareholders approved 4 million share increase to 2019 Incentive Award Plan (total 17 million shares) with 93.12% support (83.7M for, 5.6M against, 550K abstentions, 5.2M broker non-votes), expanding equity compensation capacity.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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All six director nominees elected with 97.19%–99.93% support. Archer, Hernandez, Jimmerson, and Medler each received over 99%; Patenaude and Robertson received 97.19% and 97.47% respectively (5.2M broker non-votes across all races).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay passed with 85.45% support (76.8M for, 12.5M against, 595K abstentions, 5.2M broker non-votes), reflecting routine approval of executive compensation.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Ernst & Young ratified as 2026 auditor with 99.95% support (95.0M for, 33K against, 14K abstentions).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Company awarded restricted stock units to non-employee directors on May 21, 2026, as part of routine director compensation.
Item 8.01 — Other Events verify on EDGAR →
Summary
Target Hospitality held its 2026 annual meeting on May 21, with shareholders approving all proposals. The most material outcome was the 93.12% approval to expand the 2019 Incentive Award Plan by 4 million shares to a total of 17 million, giving management additional capacity for equity-based compensation as the company scales its workforce or retention programs.
The 6.88% opposition (5.6 million votes against) is modest and does not signal meaningful shareholder concern about dilution. All other votes were routine governance matters. The six director nominees were elected with strong support ranging from 97.19% to 99.93%, say-on-pay passed with 85.45% approval, and the auditor ratification received near-unanimous support at 99.95%.
The company also granted restricted stock units to non-employee directors on the meeting date, consistent with standard director compensation practices. For retail holders, the equity plan expansion is the only item with potential future impact on share count, though the approval margin suggests shareholders view it as reasonable.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On May 21, 2026, the Company awarded restricted stock units to each of its non-employee directors.
The company granted restricted stock units to its non-employee directors as part of routine director compensation. The form of award agreement is filed as an exhibit. No specific grant amounts, vesting terms, or number of units are disclosed in the 8-K body.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify