Good morning, and welcome to the 2026 Annual Meeting of Stockholders of Target Hospitality Corp. At this time, I would like to turn the meeting over to the chairman of the meeting to call the meeting to order.
Thank you. I'd like to ask that the meeting please come to order. Good morning. I am Brad Archer, President and Chief Executive Officer of Target Hospitality Corp., and will act as Chairman of the meeting. On behalf of Target Hospitality's Board of Directors and Executive Management Team, I'd like to welcome you to Target Hospitality's 2026 annual meeting. We very much appreciate your interest as stockholders of Target Hospitality Corp. A copy of the agenda for today's meeting is posted on our annual meeting web portal.
The meeting will be conducted according to this agenda. In particular, I would note that we will hold the formal business portion of the meeting first. There will be an opportunity for stockholders to ask questions following adjournment. Only validated stockholders that have entered their control number will be able to ask questions via the web portal.
Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded and will be available on the annual meeting web portal. However, no one else attending today's meeting is permitted to use any audio recording device. Now I'd like to introduce you to other directors who have joined us today: Alejandro Hernandez, Martin Jimmerson, Linda Medler, Pamela Patenaude, and Paul Hohnsbeen. In addition, I would like to introduce the members of Target Hospitality's executive management team.
Jason Vlacich, our Chief Financial Officer, Troy Schrenk, our Senior Executive Vice President, Operations and Chief Commercial Officer, Brendan Dowhaniuk, Executive Vice President, Strategy and Corporate Development, and Heidi Lewis, our Executive Vice President, General Counsel and Secretary. We also have Philip Jeffries from Ernst & Young LLP, our independent registered public accountants here with us today. He is available to respond to appropriate questions.
We will now proceed with the formal business of the meeting. Heidi Lewis, our General Counsel and Secretary, will act as Secretary of the meeting and will present proof of the due calling and convening of this meeting.
Thanks, Brad. I hereby present to the meeting the notice of annual meeting and proxy statement, together with a form of proxy and an affidavit of Broadridge Financial Solutions as to the mailing of each of the foregoing documents to stockholders of record of common stock as of the close of business on March 24th, 2026, the record date for the meeting.
Thank you. Heidi, do we have a list of the stockholders entitled to vote at this meeting?
Yes, we do. A list of Target Hospitality Corp. stockholders as of the record date, certified by Continental Stock Transfer & Trust Company, was made available for examination at our corporate headquarters for at least the past 10 days, is presented here at this meeting, and has been posted on the web portal.
Pursuant to Target Hospitality Corp.'s bylaws, Ms. Rhonda Carroll is hereby appointed as the Inspector of Election at this meeting. Heidi, has Ms. Carroll executed the oath of Inspector?
Yes, she has.
Thank you. The Secretary has delivered to the Inspector the certified stockholder list as of the record date and all proxies that have been previously submitted to the Secretary. Will the Inspector please report whether a quorum is present?
Mr. Chairman, a quorum is present. There are represented at this meeting, in person or by proxy, stockholders holding 95, 083,861 shares, or approximately 95.5% of the issued and outstanding shares of the common stock entitled to vote at the meeting.
I declare that a quorum is present and that this meeting is duly and properly convened. I now declare the voting polls open. We will now proceed to the formal business items of the meeting, which are being presented as set forth in the proxy statement. The first item to be submitted for stockholder consideration is the election of six directors to serve until the company's 2027 annual meeting of stockholders. The individuals who are nominees for directors include Alejandro Hernandez, Martin Jimmerson, Linda Medler, Pamela Patenaude, Stephen Robertson, and myself, most of whom are in attendance and introduced at the beginning of the meeting. The second item to be submitted for stockholder consideration is the ratification of the appointment of Ernst & Young LLP as our independent registered public accountants for the 2026 fiscal year.
The third item to be submitted for stockholder consideration is a proposal, on an advisory basis, the compensation of Target Hospitality Corp.'s named executive officers as described in our proxy statement. The fourth item to be submitted for stockholder consideration is the third amendment to the Target Hospitality Corp. 2019 Incentive Award Plan to increase the number of shares authorized for issuance under the incentive plan.
I'll now ask the stockholders to submit any final voting instruction via the annual meeting web portal. Stockholders who have already sent in proxies or voted by telephone or the internet and do not want to change their vote do not need to take any further action. Now that everyone has had an opportunity to vote, I now declare the voting polls closed. I will now accept the voting report from the Inspector of Election.
I remind you that this report is based on votes received prior to the start of this meeting. All ballots and proxies received before the voting polls closed this morning will be verified, and the final number of shares voted for each proposal will be reported by the Inspector of Election for the minutes. Is the Inspector prepared to announce preliminary voting results?
Mr. Chairman, stockholders holding at least 89,863,134 shares of the company's common stock, or approximately 90.26% of the shares represented at the meeting and entitled to vote on the matter, voted for the election of the six individuals whose names are printed on the proxy card as directors until the company's 2027 annual meeting of stockholders. With respect to the proposal to ratify the selection of Ernst & Young LLP as Target Hospitality's independent registered public accountants for the 2026 fiscal year, the results are: stockholders holding 95,036,992 shares of the common stock voted for the proposal. Stockholders holding 33,243 shares of the common stock voted against the proposal, and stockholders holding 13,626 shares of common stock abstained from voting.
With respect to the proposal to approve, on an advisory basis, the compensation of the Target Hospitality Corp.'s named executive officers, the results are: stockholders holding 76,883,468 shares of the common stock voted for the proposal. Stockholders holding 12,485,993 shares of the common stock voted against the proposal, and stockholders holding 594,877 shares of the common stock abstained from voting. With respect to the proposal to amend Target Hospitality Corp.'s 2019 Incentive Award Plan to increase the number of shares authorized for issuance under the incentive plan, the results are: stockholders holding 83,763,799 shares of the common stock voted for the proposal. Stockholders holding 5,627,283 shares of the common stock voted against the proposal. Stockholders holding 550,256 shares of the common stock abstained from voting.
Thank you. In accordance with the report of the inspector, I hereby declare as follows, that the six director nominees have been duly elected to serve as directors of Target Hospitality until the company's 2027 annual meeting of stockholders. That the proposal to ratify the selection of Ernst & Young LLP as Target Hospitality Corp.'s independent registered public accountants for the 2026 fiscal year has carried. That the proposal to approve, on an advisory basis, the compensation of Target Hospitality Corp.'s named executive officers has carried. That the proposal to approve the third amendment to the Target Hospitality Corp.'s 2019 Incentive Award Plan to increase the number of shares authorized for issuance under the incentive plan has carried. This completes the formal portion of our meeting, and I declare the meeting to be officially adjourned.
I will now open the meeting to questions posted on the web portal at this time. Our program for the day has concluded. Thank you for participating in today's meeting via the Internet and for your continued support of the company.
This now concludes the 2026 annual meeting of stockholders of Target Hospitality Corp. Thank you for attending. You may now leave the virtual meeting.