Washington, D.C. 20549
(Amendment No. 2 )
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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:
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):
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. ☐
Explanatory Note
This current report on Form 8-K/A (this “Amendment”)
amends the current report on Form 8-K filed by Target Hospitality Corp. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on January 23, 2024 (as amended by Company’s current report on Form 8-K/A filed with the SEC on January 29, 2024, the “Original 8-K”). The sole purpose of this Amendment is to update the disclosure under “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers” of the Original 8-K to include additional disclosure regarding the compensation arrangements of Jason Vlacich and Troy Schrenk that were not determined or available at the time of
the Original 8-K. No other changes are being made to the Original 8-K.
| 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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As previously reported in the Original 8-K, the Board of
Directors of the Company (the “Board”) promoted Jason Vlacich, the
Chief Accounting Officer of the Company, to the role of Chief Financial Officer and Chief Accounting Officer, effective as of January 23, 2024. In connection therewith, on February 29, 2024, the Company and Mr. Vlacich entered into an
amended and restated employment agreement with Mr. Vlacich (the “Vlacich Agreement”) providing, among other things, (i) an initial term through December
31, 2027, with automatic successive one-year extensions after the end of the initial term, unless either party provides a non-renewal notice to the other party at least 120 days before the expiration of the initial term or the renewal term, as
applicable, (ii) an annual base salary of $410,000 (which he may elect to receive in whole in the form of restricted stock units (“RSUs”)), (iii) an annual
target cash bonus performance target of 85% of his annual salary, (iv) a long term incentive annual equity award with a target grant value of $450,000 and (v) a one-time grant of RSUs with a value equal to $150,000.
If Mr. Vlacich’s employment is terminated other than for cause or good reason, he will be entitled to 100% of the sum of his annual
base salary and target annual bonus for the year of termination, prorated target bonus, accrued and unpaid benefits plus a payment for costs that would be incurred for continued health insurance coverage for 12 months and continued vesting of any
unvested awards granted to Mr. Vlacich during the severance period if such awards would have vested had he remained employed during the severance period. In the event of a change of control, if Mr. Vlacich is terminated other than for cause or by
Mr. Vlacich with good reason within 12 months of such change of control, he will be entitled to 200% of the sum of his base salary and his target annual bonus, prorated target bonus, as well as a lump sum payment of the costs that would be
incurred by him for continued health insurance coverage for 18 months and vesting of any unvested time-based equity awards.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Vlacich
Agreement, which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Also as previously reported in the Original 8-K, the Board
promoted Troy Schrenk, Chief Commercial Officer of the Company, to the role of Senior Executive Vice President Operations and Chief Commercial Officer, effective as of January 23, 2024. In connection therewith, on February 29, 2024 the
Company entered into an amended and restated employment agreement with Mr. Schrenk (the “Schrenk Agreement”) providing, among other things, (i) an initial
term through December 31, 2027, with automatic successive one-year extensions after the end of the initial term, unless either party provides a non-renewal notice to the other party at least 120 days before the expiration of the initial term or
the renewal term, as applicable, (ii) an annual base salary of $400,000 (which he may elect to receive in whole in the form of RSUs), (iii) an annual target cash bonus performance target of 85% of his annual salary and (iv) a long term incentive
annual equity award with a target grant value of $550,000.
If Mr. Schrenk’s employment is terminated other than for cause or good reason, he will be entitled to 100% of the sum of his annual
base salary and target annual bonus for the year of termination, prorated target bonus, accrued and unpaid benefits plus a payment for costs that would be incurred for continued health insurance coverage for 12 months and continued vesting of any
unvested awards granted to Mr. Schrenk during the severance period if such awards would have vested had he remained employed during the severance period. In the event of a change of control, if Mr. Schrenk is terminated other than for cause or by
Mr. Schrenk with good reason within 12 months of such change of control, he will be entitled to 200% of the sum of his base salary and his target annual bonus, prorated target bonus, as well as a lump sum payment of the costs that would be
incurred by him for continued health insurance coverage for 18 months and vesting of any unvested time-based equity awards.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Schrenk
Agreement, which is filed as Exhibit 10.2 to this Current Report and incorporated herein by reference.
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: March 5, 2024
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Name: Heidi D. Lewis
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Title: Executive Vice President, General Counsel and Secretary
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